This
Amendment No. 2 to Statement on Schedule 13D relates to the beneficial ownership
of common stock, no par value (the “Common Stock”), of Aspyra, Inc., a
California corporation (the "Company"). This Amendment No. 2 to Schedule
13D is being filed on behalf of James Shawn Chalmers (the “Reporting Person”)
and amends and supplements the Schedule 13D originally filed by the Reporting
Person on May 23, 2006, as amended by Amendment No.1 thereto filed by the
Reporting Person on October 24, 2007 (collectively, the “Existing Schedule
13D”). Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Existing Schedule
13D.
Item 3 of
the Existing Schedule 13D is amended to read in its entirety as
follows:
“Item
3. Source and
Amount of Funds or Other Consideration.
On
September 16, 2005 J&S expended $9,345 of its investment capital to purchase
3,500 shares of Common Stock.
On May
17, 2006, pursuant to a Common Stock and Warrant Purchase Agreement with the
Company dated as of May 4, 2006 (the “Purchase Agreement”), Orion purchased
directly from the Company for an aggregate purchase price of $400,000, an
aggregate of 200,000 shares of Common Stock and warrants to purchase for $3.00
per share an aggregate of 120,000 shares of Common Stock. On August 30, 2007
Orion exercised such warrants in full for $132,000. The warrants were exercised
in connection with the offer by the Company to all such warrant holders of a
one-time temporary reduction in the exercise price of the warrants from $3.00
per share to $1.10 per share of Common Stock.
On May
17, 2006, pursuant to the Purchase Agreement, the Chalmers Trust purchased
directly from the Company for an aggregate purchase price of $300,000, an
aggregate of 150,000 shares of Common Stock and warrants to purchase for $3.00
per share an aggregate of 90,000 shares of Common Stock. On August 30, 2007 the
Chalmers Trust exercised such warrants in full for $99,000. The warrants were
exercised in connection with the offer by the Company to all such warrant
holders of a one-time temporary reduction in the exercise price of the warrants
from $3.00 per share to $1.10 per share of Common Stock.
The
source of funds to pay the $400,000 and $300,000 purchase prices for the
purchases of Common Stock and warrants made by Orion and the Chalmers Trust on
May 17, 2006 and the exercise of such warrants as described in the preceding two
paragraphs were advances from Harrington Bank under lines of credit maintained
by such entities.
On May
22, 2006 Orion purchased in an open market transaction 9,000 shares of Common
Stock at $2.25 per share (an aggregate of $20,250) and paid $364.75 as a
commission for such purchase.
During
the period from May 26, 2006 to August 16, 2006 Orion purchased an aggregate of
59,200 shares of Common Stock in open market transactions for an aggregate
purchase price, including commissions, of $139,294.71. The entire purchase price
was paid from the investment capital of Orion.
During
the period from July 18, 2006 to September 29, 2006 the Reporting Person
purchased an aggregate of 30,000 shares of Common Stock for his children (7,500
for each child) for an aggregate purchase price of $57,037.00 in open market
transactions. The Reporting Person’s children used their personal funds to make
such purchases.
On March
15, 2007 the Chalmers Trust purchased 2,100 shares of Common Stock in open
market transactions for an aggregate purchase price, including commissions, of
$3,419.75. The entire purchase price was paid from the internal funds of the
Chalmers Trust.
On
October 19, 2007, the Chalmers Trust received a distribution from a limited
liability company of which it was a member of an aggregate of 238,723 shares of
Common Stock. The Chalmers Trust did not pay any consideration to any person in
connection with the distribution to it of such shares.
March 26,
2008 the Chalmers Trust purchased for $750,000 ($450,000 in cash and a rollover
of a bridge note in the principal amount of $300,000 which evidenced a bridge
loan made by the Chalmers Trust to the Company on March 13, 2008), (a) a secured
convertible note of the Company in the principal amount of $750,000 and (b)
three year warrants to purchase an aggregate of 1,363,636 shares of Common Stock
at an exercise price of $.55 per share. The note is convertible into Common
Stock at a conversion rate of one share for each $.55 in principal and/or
interest converted. The note and warrants contain certain limitations on
exercise which provide that the number of shares of Common Stock that
may be acquired by the holder of the warrants upon any exercise of the
warrant or the holder of the note upon conversion of the note shall be limited
to the extent necessary to insure that, following such exercise or conversion
the total number of shares of Common Stock then beneficially owned by such
holder and the holder’s affiliates and any other persons whose beneficial
ownership of Common Stock would be aggregated with the holder’s for purposes of
Section 13(d) of the Securities Exchange Act does not exceed 9.99% of
the total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise or
conversion). Without such limitations, the Reporting Person would be deemed to
beneficially own an additional 2,388,477 shares of Common Stock or an aggregate
of 3,653,295 shares of Common Stock The source of funds to pay the $750,000
purchase price (including the original bridge loan) was an advances from
Enterprise Bank & Trust Company under a line of credit maintained with such
bank.”
Item 5 of the Schedule 13D is amended
to read in its entirety as follows:
“Item
5. Interest in
Securities of the Issuer.
(a) As
of the date hereof, the Reporting Person may be deemed to beneficially own
1,264,818 shares of the Common Stock representing 9.99% beneficial ownership of
the Company's Common Stock. This includes 3,500 shares of Common Stock directly
owned by J&S; 388,200 shares of Common Stock directly owned by Orion; 30,000
shares owned by the Reporting Person’s children and 843,118 shares of Common
Stock directly owned by (or which can be acquired upon exercise of warrants or
conversion of a convertible held by) the Chalmers Trust.
(b) The
Reporting Person may be deemed to share with the entity directly owning such
shares, the power to vote or to direct the vote of, and the power to dispose or
direct the disposition of all of the shares of Common Stock reported as
beneficially owned by such Reporting Person.
(c) On
March 26, 2008 the Chalmers Trust purchased for $750,000 ($450,000 in cash and a
rollover of a bridge note in the principal amount of $300,000 which evidenced a
bridge loan made by the Chalmers Trust to the Company on March 13, 2008), (a) a
secured convertible note of the Company in the principal amount of $750,000 and
(b) three year warrants to purchase an aggregate of 1,363,636 shares of Common
Stock at an exercise price of $.55 per share. The note is convertible into
Common Stock at a conversion rate of one share for each $.55 in principal and/or
interest converted. The source of funds to pay the $750,000 purchase price
(including the original bridge loan) was an advances from Enterprise Bank &
Trust Company under a line of credit maintained with such bank.
Except as
set forth herein, no transactions in the Common Stock were effected during the
past sixty days by the Reporting Person.
(d) Not
applicable.
(e) Not
applicable.”
The
following exhibits are added to Item 7:
Item
7. Material to be Filed as
Exhibits.
3. Securities Purchase
Agreement, dated March 26, 2008 between the Company and the investors named
therein. Incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K filed by the Company on April 1, 2008 (the “8-K”).
4. Registration Rights
Agreement dated March 26, 2008 between the Company and the investors named
therein. Incorporated by reference to Exhibit 10.4 to the 8-K.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
April 3,
2008
(Date)
/s/ James Shawn
Chalmers_
James Shawn Chalmers
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