UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Caprius, Inc.
-------------
(Name of Issuer)
Common Stock, par value $0.01
-----------------------------
(Title of Class of Securities)
14066K206
---------
(CUSIP Number)
December 31, 2007
-----------------
(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 person's
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).
Page 1 of 8 Pages
CUSIP No. 14066K206
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Adam Benowitz
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 427,266
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 427,266
9. Aggregate Amount Beneficially Owned by Each Reporting Person
427,266
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.99%
12. Type of Reporting Person (See Instructions)
IN
Page 2 of 8 Pages
CUSIP No. 14066K206
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital
Management, LLC)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 427,266
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 427,266
9. Aggregate Amount Beneficially Owned by Each Reporting Person
427,266
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.99%
12. Type of Reporting Person (See Instructions)
IA
Page 3 of 8 Pages
CUSIP No. 14066K206
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity Master Fund, Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 427,266
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 427,266
9. Aggregate Amount Beneficially Owned by Each Reporting Person
427,266
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.99%
12. Type of Reporting Person (See Instructions)
CO
Page 4 of 8 Pages
Item 1.
(a) The name of the issuer is Caprius, Inc. (the "Issuer").
(b) The principal executive offices of the Issuer are located at One
University Plaza, Suite 400, Hackensack, New Jersey 07601.
Item 2.
(a) This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd.,
a Cayman Islands company (the "Fund"), (ii) Vision Capital Advisors, LLC,
a Delaware limited liability company (formerly known as Vision Opportunity
Capital Management, LLC) (the "Investment Manager"), which serves as the
investment manager of the Fund, and (iii) Adam Benowitz, the Managing
Member of the Investment Manager and as a Director of the Fund (all of the
foregoing, collectively, the "Filers"). The Fund is a private investment
vehicle formed for the purpose of investing and trading in a wide variety
of securities and financial instruments. The Fund directly owns all of the
shares reported in this Statement. Mr. Benowitz and the Investment Manager
may be deemed to share with the Fund voting and dispositive power with
respect to such shares. Each Filer disclaims beneficial ownership with
respect to any shares other than those owned directly by such Filer.
(b) The principal business office of the Fund is:
c/o Citi Hedge Fund Services (Cayman) Limited
P.O. Box 1748
Cayman Corporate Centre
27 Hospital Road, 5th Floor
Grand Cayman KY1-1109
Cayman Islands
The principal business office of each of the Investment Manager and Mr.
Benowitz is:
20 West 55th Street, 5th Floor
New York, New York 10019
USA
(c) For citizenship information see Item 4 of the cover page of each Filer.
(d) This Statement relates to the Common Stock, par value $0.01 per share, of
the Issuer (the "Common Stock").
(e) The CUSIP Number of the Common Stock is listed on the cover pages hereto.
Item 3. 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:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
Page 5 of 8 Pages
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which
information is given as of December 31, 2007 and is based on 3,849,662 shares of
Common Stock outstanding as of December 14, 2007, as reported on the Issuer's
Annual Report on Form 10-KSB filed on December 21, 2007.
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: [ ]
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 6 of 8 Pages
Item 10. Certification.
(a) Not applicable.
(b) 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.
Page 7 of 8 Pages
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.
Dated: February 12, 2008
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ ADAM, BENOWITZ
----------------------------------------------------
Adam Benowitz, for himself, as Managing Member of the
Investment Manager and as a Director of the Fund
Page 8 of 8 Pages