This
Amendment No. 4 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. 4 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, Amendment No. 2 filed by the Reporting
Person on April 3, 2008 and Amendment No.3 thereto filed by the Reporting Person
on February 26, 2009 (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
November 30, 2005 the Chalmers Trust purchased 500 shares of Common Stock in an
open market transaction for an aggregate purchase price, including commissions
of $1,285.99.
During
the period from December 23, 2005 to January 6, 2006 the Chalmers Trust
purchased an aggregate of 23,000 shares of Common Stock in open market
transactions for an aggregate purchase price, including commissions, of $60,208.
The entire purchase price was paid from the internal funds of the Chalmers
Trust.
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.
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 1,363,637 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 warrants (which were later exercised in full as
discussed below) contained, and the note contains, 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). The source of funds to pay the $750,000 purchase price (including
the original bridge loan) was an advance from Enterprise Bank & Trust
Company under a line of credit maintained with such bank.
On
February 12, 2009 the Chalmers Trust purchased for $175,000 in cash (a) a
secured convertible note of the Company in the principal amount of $175,000 and
(b) three year warrants to purchase an aggregate of 1,010,484 shares of Common
Stock at an exercise price of $.31 per share. The note is convertible into
Common Stock at a conversion rate of one share for each $.31 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). The source of funds to pay the $175,000 purchase price was an
advance from Harrington Bank under a line of credit maintained with such
bank.
On August
24, 2009 the Chalmers Trust exercised all of the 1,363,637 warrants issued to it
on March 26, 2008 at a reduced exercise price of $.15 per share. The funds for
such warrant exercise were provided to the Chalmers Trust from a line of credit
with Enterprise Bank. In connection with the exercise of such warrants the
Company and the Chalmers Trust waived the limitations on the number of shares of
Common Stock that might be acquired by the Chalmers Trust upon exercise of such
warrants.
Without
the limitations on the number of shares of Common Stock that could be acquired
by the Chalmers Trust upon conversion of the convertible notes issued to the
Chalmers Trust on March 26, 2008 and February 12, 2009 and the exercise of the
warrants issued to the Chalmers Trust on February 12, 2009 the Reporting Person
would be deemed to beneficially own an additional 2,938,636 shares of Common
Stock (not including any additional shares of Common Stock which would be
issuable upon conversion of any accrued interest on such convertible
notes).”
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
2,289,660 shares of the Common Stock representing approximately 13.17%
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 1,867,960 shares of Common Stock directly owned by the Reporting Person or
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
August 24, 2009 the Chalmers Trust exercised all of the 1,363,637 warrants
issued to it on March 26, 2008 at a reduced exercise price of $.15 per
share.
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.”
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.