- Statement of Ownership (SC 13G)
2011年5月21日 - 5:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Universal Business Payment Solutions Acquisition Corporation
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
913384202
(CUSIP Number)
May 10,
2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Canton Holdings, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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875,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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875,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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875,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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** SEE ITEM 4(b).
2
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1
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NAMES OF REPORTING PERSONS
Archer Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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875,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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875,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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875,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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** SEE ITEM 4(b).
3
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1
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NAMES OF REPORTING PERSONS
Joshua A. Lobel
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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875,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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875,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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875,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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** SEE ITEM 4(b).
4
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1
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NAMES OF REPORTING PERSONS
Eric J. Edidin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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875,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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875,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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875,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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** SEE ITEM 4(b).
5
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) relates to shares of Common Stock, par value $0.001
per share (the Common Stock), of Universal Business Payment Solutions Acquisition Corporation, a
Delaware corporation (the Issuer), and is being filed on behalf of (i) Archer Capital
Management, L.P. (Archer), a Delaware limited partnership, as the investment manager to certain
private investment funds (the Funds), (ii) Canton Holdings, L.L.C. (Canton), a Delaware limited
liability company, as the general partner of Archer, (iii) Joshua A. Lobel, an individual, as a
principal of Canton, and (iv) Eric J. Edidin, an individual, as a principal of Canton (the persons
mentioned in (i) (ii), (iii) and (iv) above are referred to as the Reporting Persons). All
shares of Common Stock reported in this Schedule 13G are held by the Funds.
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Item 1(a)
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Name of Issuer.
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Universal Business Payment Solutions Acquisition Corporation
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Item 1(b)
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Address of Issuers Principal Executive Offices.
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Radnor Financial Center
150 North Radnor-Chester Road, Suite F-200
Radnor, Pennsylvania 19087
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Item 2(a)
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Name of Person Filing.
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(i) Archer Capital Management, L.P. (Archer), (ii) Canton Holdings, L.L.C.
(Canton), (iii) Joshua A. Lobel (Mr. Lobel) and (iv) Eric J. Edidin (Mr.
Edidin).
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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570 Lexington Avenue, 40
th
Floor
New York, New York 10022.
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Item 2(c)
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Citizenship or Place of Organization.
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Archer is a Delaware limited partnership. Canton is a Delaware limited liability
company. Mr. Lobel and Mr. Edidin are United States citizens.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.001 per share (the Common Stock).
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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o
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
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(i)
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o
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A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the
beneficial owners of the 875,000 shares of Common Stock held by the Funds.
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(b)
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Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the
beneficial owners of 5.8% of the Issuers outstanding shares of Common Stock.
This percentage was calculated by dividing (i) the number of shares of Common
Stock reported in Item 4(a) held by the Reporting Persons by (ii) the
15,000,000 shares of Common Stock outstanding as of May 9, 2011, as calculated
from the 424B4 Prospectus filed by the Issuer with the Securities and Exchange
Commission on May 10, 2011.
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(c)
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Canton, Archer, Mr. Lobel and Edidin have the power to vote and
dispose of the 875,000 shares of Common Stock held by the Funds.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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By signing below each of the Reporting Persons certifies that, to the best of such
persons knowledge and belief, the securities referred to above were acquired and
held in the ordinary course of business and were not acquired and were not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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Joint Filing Agreement by and among the Reporting Persons.
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8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: May 20, 2011
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Archer Capital Management, L.P.
By: Canton Holdings, L.L.C., its general partner
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By:
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/s/ Joshua A. Lobel
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Name:
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Joshua A. Lobel
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Title:
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Manager
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Canton Holdings, L.L.C.
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By:
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/s/ Joshua A. Lobel
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Name:
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Joshua A. Lobel
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Title:
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Manager
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/s/ Joshua A. Lobel
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Joshua A. Lobel
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/s/ Eric J. Edidin
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Eric J. Edidin
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