UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO.2)*
Access Integrated Technologies, Inc.
------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.001
-------------------------------------
(Title of Class of Securities)
004329108
---------
(CUSIP Number)
December 31, 2006
(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
disclosures provided in a prior cover page.
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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Private Opportunities Holding Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
159,174
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
159,174
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,174
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
70,466
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
70,466
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,466
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Multi-Strategy Holding Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
494,628
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
494,628
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,628
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Capital Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
724,268
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
724,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,268
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
724,268
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
724,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,268
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Howard I. Fischer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
724,268
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
724,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,268
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Platek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
724,268
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
724,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,268
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Lepore
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
724,268
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
724,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,268
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dwight Nelson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
724,268
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
724,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,268
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) promulgated under the
Securities Exchange Act of 1934, as amended, with respect to the shares of
common stock (the "Common Stock") of Access Integrated Technologies, Inc. (the
"Issuer") beneficially owned by the Reporting Persons identified below as of
December 31, 2006, and amends and supplements the Schedule 13G originally filed
February 22, 2005, as amended (collectively, the "Schedule 13G"). Except as set
forth herein, the Schedule 13G is unmodified.
The names of the persons filing this statement on Schedule 13G are: Basso
Private Opportunities Holding Fund Ltd. ("Private Opportunities Holding Fund"),
Basso Fund Ltd. ("Basso Fund"), Basso Multi-Strategy Holding Fund Ltd.
("Multi-Strategy Holding Fund"), Basso Capital Management, L.P. ("BCM"), Basso
GP, LLC ("Basso GP"), Howard Fischer, Philip Platek, John Lepore and Dwight
Nelson. BCM is the investment manager of Private Opportunities Holding Fund,
Basso Fund and Multi-Strategy Holding Fund. Basso GP is the general partner of
BCM. The controlling persons of Basso GP are Howard Fischer, Philip Platek, John
Lepore and Dwight Nelson (each a "Controlling Person" and collectively, the
"Controlling Persons").
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Private Opportunities Holding Fund beneficially owns 159,174 shares of
Common Stock through its ownership of (i) 68,709 shares of Common
Stock and (ii) warrants of the Issuer ("Warrants") exercisable for
90,465 shares of Common Stock.
Basso Fund beneficially owns 70,466 shares of Common Stock through its
ownership of (i) 40,860 shares of Common Stock and (ii) Warrants
exercisable for 29,606 shares of Common Stock.
Multi-Strategy Holding Fund beneficially owns 494,628 shares of Common
Stock through its ownership of (i) 230,406 shares of Common Stock and
(ii) Warrants exercisable for 264,222 shares of Common Stock.
BCM, as the investment manager of Private Opportunities Holding Fund,
Basso Fund and Multi-Strategy Holding Fund, is deemed to beneficially
own the 724,268 shares of Common Stock beneficially owned by them.
Basso GP, as the general partner of BCM, is deemed to beneficially own
the 724,268 shares beneficially owned by BCM.
Each Controlling Person, in his capacity as a controlling person of
Basso GP, is deemed to beneficially own the 724,268 shares of Common
Stock beneficially owned by Basso GP.
Collectively, the Reporting Persons beneficially own 724,268 shares of
Common Stock.
(b) Percent of Class:
Private Opportunities Holding Fund's beneficial ownership of 159,174
shares of Common Stock represents 0.7% of all the outstanding shares
of Common Stock.
Basso Fund's beneficial ownership of 70,466 shares of Common Stock
represents 0.3% of all the outstanding shares of Common Stock.
Multi-Strategy Holding Fund's beneficial ownership of 494,628 shares
of Common Stock represents 2.1% of all the outstanding shares of
Common Stock.
BCM's beneficial ownership of 724,268 shares of Common Stock
represents 3.0% of all the outstanding shares of Common Stock.
Basso GP's and each Controlling Person's beneficial ownership of
724,268 shares of Common Stock represents 3.0% of all the outstanding
shares of Common Stock.
Collectively, the Reporting Persons beneficially own 724,268 shares of
Common Stock representing 3.0% of all the outstanding shares of Common
Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
Private Opportunities Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to vote or direct the
vote of 159,174 shares of Common Stock.
Basso Fund, BCM, Basso GP and each Controlling Person have the
shared power to vote or direct the vote of 70,466 shares of
Common Stock.
Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling
Person have the shared power to vote or direct the vote of
494,628 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares of
Common Stock:
Private Opportunities Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to dispose or to direct
the disposition of 159,174 shares of Common Stock.
Basso Fund, BCM, Basso GP and each Controlling Person have the
shared power to dispose or to direct the disposition of 70,466
shares of Common Stock.
Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling
Person have the shared power to dispose or to direct the
disposition of 494,628 shares of Common Stock.
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 Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: February 14, 2007 BASSO PRIVATE OPPORTUNITIES HOLDING FUND LTD.
BASSO FUND LTD.
BASSO MULTI-STRATEGY HOLDING FUND LTD.
BASSO CAPITAL MANAGEMENT, L.P. ("BCM")
By: Basso GP, LLC
By: /s/ Howard Fischer
-----------------------------------
Howard Fischer, as a member of
Basso GP, LLC, as General Partner
of BCM (the investment manager of
Basso Private Opportunities Holding
Fund Ltd., Basso Fund Ltd. and Basso
Multi-Strategy Holding Fund Ltd.)
/s/ Howard Fischer
-----------------------------------
Howard Fischer, individually and
on behalf of Basso GP, LLC, as member
/s/ Philip Platek
-----------------------------------
Philip Platek
/s/ John Lepore
-----------------------------------
John Lepore
/s/ Dwight Nelson
-----------------------------------
Dwight Nelson