SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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BIO-KEY
INTERNATIONAL, INC.
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| (Name of Issuer) |
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Common Stock
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| (Title of Class of Securities) |
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09060C101
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| (CUSIP Number) |
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December 31, 2007
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| (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) | |
| x | Rule 13d-1(c) | |
| o | Rule 13d-1(d) |
The information required on 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).
Page 1 of 7
| CUSIP No. 09060C101 | 13G |
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| 1 |
NAMES OF REPORTING
PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trellus Management Company, LLC (13-3807183) |
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| 2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b) o |
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| 3 | SEC USE
ONLY |
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| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE LIMITED LIABILITY COMPANY |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 |
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| 6 |
SHARED VOTING POWER 6,661,039 |
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| 7 |
SOLE DISPOSITIVE POWER 0 |
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| 8 |
SHARED DISPOSITIVE
POWER 6,661,039 |
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| 9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,661,039 |
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| 10 |
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
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| 11 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.03% |
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| 12 |
TYPE OF REPORTING PERSON
(See Instructions) OO |
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| CUSIP No. 09060C101 | 13G |
Page 3 of 7 |
| 1 |
NAMES OF REPORTING
PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Adam Usdan |
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| 2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b) o |
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| 3 | SEC USE
ONLY |
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| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 |
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| 6 |
SHARED VOTING POWER 6,661,039 |
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| 7 |
SOLE DISPOSITIVE POWER 0 |
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| 8 |
SHARED DISPOSITIVE
POWER 6,661,039 |
||
| 9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,661,039 |
||
| 10 |
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||
| 11 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.03% |
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| 12 |
TYPE OF REPORTING PERSON
(See Instructions) IN |
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Item 1. |
(a) |
Name of Issuer: |
Bio-Key International, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices: |
3349 HIGHWAY 138, BUILDING D, SUITE B
WALL, NJ 07719
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Item 2. |
(a) |
Name of Person Filing: |
Trellus Management Company, LLC
Adam Usdan
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(b) |
Address of Principal Business Office or, if none, Residence: |
350 Madison Avenue, 9th Floor
New York, New York 10017
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(c) |
Citizenship: |
Trellus Management Company, LLC is a Delaware limited liability company. Adam Usdan is a citizen of the United States.
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(d) |
Title of Class of Securities: |
Common Stock
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(e) |
CUSIP Number: 09060C101 |
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Item 3. |
If this statement is being filed pursuant to Rule 13d-1(b) or (c), or 13d-2(b), check whether the person filing is: |
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(a) |
o |
Broker or dealer registered under Section 15 of the Act |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 |
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(e) |
o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) |
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(g) |
o |
A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) |
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(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act |
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(i) |
o |
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 |
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(j) |
o |
Group, in accordance with 13d-1(b)(1)(ii)(J) |
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Item 4. |
Ownership: |
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(a) |
Amount Beneficially Owned: |
6,661,039* |
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(b) |
Percent of Class: |
11.03% |
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(c) |
Number of Shares as to which such person has: |
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(i) |
Sole power to vote or direct the vote: |
0 |
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(ii) |
Shared power to vote or direct the vote: |
6,661,039* |
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(iii) |
Sole power to dispose or direct the disposition of: |
0 |
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(iv) |
Shared power to dispose or direct the disposition of: |
6,661,039* |
*See Attachment A.
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Item 5. |
Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following
o
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Various other persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, the securities whose ownership is reported on this Schedule 13G. No other person’s interest in such securities relates to more than five percent of the class.
N/A
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Item 8. |
Identification and Classification of Members of the Group |
N/A
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Item 9. |
Notice of Dissolution of Group |
N/A
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Item 10. |
Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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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By: |
Trellus Management Company, LLC |
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/s/ Anthony G. Miller |
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Name: Anthony G. Miller |
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Title: Chief Financial Officer |
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/s/ Adam Usdan |
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Adam Usdan |
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Date: |
February 13, 2008 |
Page 6 of 7
ATTACHMENT A
As of December 31, 2007, Trellus Management Company, LLC (“Trellus”) was the beneficial owner of 6,661,039 shares of Common Stock of Bio-Key International, Inc. (Common Stock) for a total beneficial ownership of 11.03% of the outstanding shares of Common Stock. Adam Usdan is the President of Trellus. Trellus and Adam Usdan are shown as sharing voting power and dispositive power of the same 6,661,039 shares of Common Stock.
ATTACHMENT B
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Bio-Key International, Inc. and that this Agreement be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 13th day of February, 2008.
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By: |
Trellus Management Company, LLC |
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/s/ Anthony G. Miller |
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Name: Anthony G. Miller |
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Title: Chief Financial Officer |
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/s/ Adam Usdan |
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Adam Usdan |
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