SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 9, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)”
DIGICORP
(Name
of
Issuer)
Common
Stock
(Title of Class of Securities)
475157500
(CUSIP
Number)
July
27,
2006
(Date of Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which the
Schedule
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
| CUSIP No. 475157500 |
13G
|
Page 1
of 5 Pages
|
1.
Name
of
Reporting Person
I.R.S.
Identification Nos. of above persons (entities only).
Ault
Glazer Asset Management, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
95-4696208
2.
Check
the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b) x
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
| 5. | Sole Voting Power | |
|
0
|
||
| Number of | ||
| Shares | 6. | Shared Voting Power |
| Beneficially |
2,642,090
*
|
|
| Owned by | ||
| Each | 7. | Sole Dispositive Power |
| Reporting |
0
|
|
| Person | ||
| With: | 8. | Shared Dispositive Power |
|
2,642,090
*
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,090
*
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)
7.1%**
12. Type of Reporting Person (See Instructions)
IA/HC
*
Of the
Shares reported as being beneficially owned, 2,167,090 shares are held
directly by certain individually managed accounts and private investment
funds
managed by Ault Glazer Asset Management, LLC, and 475,000
shares are held directly by Mr. Ault by virtue of his ownership of stock
options
to purchase shares of the common stock of Digicorp over which Mr. Ault
may
be
deemed to hold voting or investment power.
**
Based
on 37,239,002 shares of Digicorp's common stock outstanding as of December
4,
2006, as disclosed in Digicorp’s quarterly report to shareholders on Form 10QSB,
as filed with the Securities and Exchange Commission on December 13,
2006.
| CUSIP No. 475157500 |
13G
|
Page 2
of 5 Pages
|
1.
Name
of
Reporting Person
I.R.S.
Identification Nos. of above persons (entities only).
Milton
C.
Ault, III
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
2.
Check
the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b) x
3. SEC Use Only
4. Citizenship or Place of Organization
USA
| 5. | Sole Voting Power | |
|
0
|
||
| Number of | ||
| Shares | 6. | Shared Voting Power |
| Beneficially |
2,642,090
*
|
|
| Owned by | ||
| Each | 7. | Sole Dispositive Power |
| Reporting |
0
|
|
| Person | ||
| With: | 8. | Shared Dispositive Power |
|
2,642,090
*
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,090
*
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)
7.1%**
12. Type of Reporting Person (See Instructions)
IN
*
Of the
Shares reported as being beneficially owned, 2,167,090 shares are
held
directly by certain individually managed accounts and private investment
funds
managed by Ault Glazer Asset Management, LLC, an investment adviser
for which
the reporting person serves as Chief Investment Officer, and 475,000
shares are
held directly by Mr. Ault by virtue of his ownership of stock options
to
purchase shares of the common stock of Digicorp over which Mr. Ault
may be
deemed to hold voting or investment power.
**
Based
on 37,239,002 shares of Digicorp's common stock outstanding as of
December 4,
2006, as disclosed in Digicorp’s quarterly report to shareholders on Form 10QSB,
as filed with the SEC on December 13, 2006.
| CUSIP No. |
475157500
|
Page 3
of 5 Pages
|
| Item 1(a). |
Name
of Issuer:
Digicorp
|
| Item 1(b). |
Address
of Issuer:
4143
Glencoe Avenue
Marina
Del Rey, CA 90292
|
| Item 2(a). |
Name
of Person(s) Filing:
(1)
Ault Glazer Asset Management LLC
(2)
Milton C. Ault, III
|
| Item 2(b). |
Address
of Principal Business Office:
1800
Century Park East, Suite 200
Los
Angeles, CA, 90067
|
| Item 2(c). |
Citizenship:
(1)
Ault Glazer Asset Management LLC: Delaware
(2)
Milton C. Ault, III: USA
|
| Item 2(d). |
Title
of Class of Securities
Common Stock, par value $0.001
per
share
|
| Item 2(e). |
CUSIP
No.:
475157500
|
|
If
this statement is filed pursuant to rule 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.
|
| (b) |
___
|
Bank
as defined in Section 3(a)(6) of the Act.
|
| (c) |
___
|
Insurance
company as defined in Section (a)(19)
of the
Act.
|
| (d) |
___
|
Investment
company registered under Section
8 of the Investment
Company Act of
1940.
|
| (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
association
as defined
in Section
3(b)
of the
Federal
Deposit
Insurance
Act
(12 U.S.C.
1813).
|
|
Ownership
Pursuant
to
Rule
13d-3
of
the
1934
Act,
the
Adviser
may
be
deemed
to
beneficially
own
approximately
2,642,090
shares
of
Digicorp
Common
Stock
held
by
certain
individually
managed
accounts
and
private
investment
funds
(the
"Advisory
Clients")
over
which
Adviser
holds
discretionary
voting
and
investment
authority.
Adviser
disclaims
beneficial
ownership
of
all
shares
of
Digicorp
Common
Stock
held
on
behalf
of
such
Advisory
Clients.
Ault
is
the
Chief
Investment
Officer
of
the
Adviser.
As
a
result,
pursuant
to
Rule
13d-3
of
the
1934
Act,
Ault
may
be
deemed
to
beneficially
own
the
shares
of
Digicorp
Common
Stock
beneficially
owned
by
the
Adviser
as
a
result
of
the
executive
position
he
holds
with
such
entity.
Except
for
the
475,000
shares
held
by
Mr.
Ault,
Mr. Ault
disclaims
beneficial
ownership
over
all
shares
of
Digicorp
Common
Stock
imputed
to
him
by
virtue
of
his
position
with
the
Adviser.
Based
upon
Ault’s
positions
with
the
Adviser,
and
pursuant
to
Rule 13d-5(b)
of
the
1934
Act,
each
of
Ault
and the
Adviser
may
be
deemed
to
be
acting
as
a
group
for
the
purpose
of
acquiring,
holding,
voting
or
disposing
of
shares
of
Digicorp
Common
Stock.
As
a
result,
each
Ault
and
Adviser
may
individually
be
deemed
to
beneficially
own
the
aggregate
number
of
shares
of
Digicorp
Common
Stock
collectively
held
by
both
Ault
and
Adviser.
Each
of
Ault
and the
Adviser
disclaim
beneficial
ownership
of
all
shares
of
Digicorp
Common
Stock
imputed
to
them
by
virtue
of
their
designation
as
members
of
a
group
under
Rule 13d-5(b)
of
the
1934
Act.
|
| Item 5. |
Ownership
of Five Percent or Less of 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 5 percent of the class of securities,
check the following o.
|
| Item 6. |
Ownership
of More Than 5 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 or Control Person
Not
Applicable.
|
| Item 8. |
Identification
and Classification of Members of the Group
Not
Applicable.
|
| Item 9. |
Notice
of Dissolution of Group
Not
Applicable.
|
| Item 10. |
Certification
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.
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 9, 2007
AULT
GLAZER ASSET MANAGEMENT, LLC
By:
Milton
C.
Ault, III
Individually,
and as Chief Investment Officer of
Ault
Glazer Asset Management, LLC