- Amended Statement of Ownership (SC 13G/A)
17 Febbraio 2009 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SoftBrands, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
83402A107
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[
X
] Rule 13d-1(c)
[ ] 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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1
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NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS (ENTITIES ONLY):
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Kellogg Capital Group, LLC - Tax I.D. 13-4067067
Matthew Brand
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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)
[ ]
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(b)
[X]
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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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New York
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER:
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Kellogg Capital Group, LLC - 3,902,366
Matthew Brand- 23,300
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6
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SHARED VOTING POWER:
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0
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7
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SOLE DISPOSITIVE POWER:
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Kellogg Capital Group, LLC - 3,902,366
Matthew Brand- 23,300
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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Kellogg Capital Group, LLC - 3,902,366
Matthew Brand- 23,300
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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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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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Kellogg Capital Group, LLC - 9.3%
Matthew Brand- 0.1%
Total - 9.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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Kellogg Capital Group, LLC - BD
Matthew Brand- IN
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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SoftBrands, Inc.
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Item 1(b)
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Address of Issuers Principal Executive Offices.
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800 LaSalle Avenue, Suite 2100
Minneapolis, MN 55402
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Item 2(a)
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Name of Person Filing.
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Kellogg Capital Group, LLC
Matthew Brand
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Item 2(b)
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Address of Principal Business Office or, if none, Residence.
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55 Broadway, 4th Floor
New York, NY 10006
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Item 2(c)
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Citizenship.
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Kellogg Capital Group, LLC is organized under New York law.
Matthew Brand is a U.S. Citizen.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.01 Par Value Per Share
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Item 2(e)
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CUSIP Number.
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83402A107
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Item 3
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This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
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Item 4
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Ownership
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(a)
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Amount
beneficially owned:
Kellogg Capital Group, LLC - 3,902,366
Matthew Brand- 23,300
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(b)
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Percent of Class:
Kellogg Capital Group, LLC - 9.3%
Matthew Brand - 0.1%
Total - 9.4%
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(c)
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Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Kellogg Capital Group, LLC - 3,902,366
Matthew Brand- 23,300
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Kellogg Capital Group, LLC - 3,902,366
Matthew Brand- 23,300
(iv) Shared power to dispose or to direct the disposition of: 0
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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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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Not applicable.
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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 or Control Person.
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9
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Notice of Dissolution of Group.
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Not applicable.
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Item 10
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are 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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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.
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KELLOGG CAPITAL GROUP, LLC
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Date: February 13, 2009
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By:
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Matthew Brand, Managing Director
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By:
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/s/ Beth N. Lowson
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Name: Beth N. Lowson
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Title: Attorney-In-Fact
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The Nelson Law Firm, LLC
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White Plains Plaza
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One North Broadway, Suite 712
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White Plains, NY 10601
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MATTHEW BRAND
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Date: February 13, 2009
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By:
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Matthew Brand, Managing Director
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By:
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/s/ Beth N. Lowson
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Name: Beth N. Lowson
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Title: Attorney-In-Fact
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The Nelson Law Firm, LLC
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White Plains Plaza
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One North Broadway, Suite 712
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White Plains, NY 10601
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POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, and Beth
N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway,
4th Floor, White Plains, NY 10601, signing singly, with full power of substitution, as
the true and lawful attorney of the undersigned, and authorizes and
designates each of them to sign on behalf of the undersigned, and to file
filings and any amendments thereto made by or on behalf of the undersigned in
respect of the beneficial ownership of equity securities held by the
undersigned, directly, indirectly or beneficially, pursuant to Sections
13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of January 2006.
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By:
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/s/ Matthew Brand
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Matthew Brand
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POWER OF ATTORNEY
The undersigned, on behalf of Kellogg Capital Group, LLC ("Kellogg"), does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, and Beth
N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway, 4th Floor,
White Plains, NY 10601, signing singly, with full power of substitution, as
the true and lawful attorney of Kellogg, and authorizes and
designates each of them to sign on behalf of Kellogg, and to file
filings and any amendments thereto made by or on behalf of Kellogg in
respect of the beneficial ownership of equity securities held by Kellogg, directly, indirectly or beneficially, pursuant to Sections
13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder. Kellogg and the undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of Kellogg, are not assuming any of the
Kellogg's responsibilities to comply with Sections 13(d), 13(g) or 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by Kellogg in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned hereby certifies that he is authorized to legally bind Kellogg and has caused this Power of Attorney to be
executed as of this 14th day of February 2006.
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
By: /s/ Matthew Brand
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