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.1)*

Document Capture Technologies, Inc.

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

25614C108

(CUSIP Number)

December 31, 2008

(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 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).

(Continued on the Following Pages)

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Private Opportunities Holding Fund Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

242,101

0

242,101

242,101

1.3%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Fund Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

0

0

0

0

0.0%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Multi-Strategy Holding Fund Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

862,740

0

862,740

862,740

4.7%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso Capital Management, L.P.

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,104,841

0

1,104,841

1,104,841

6.0%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Basso GP, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,104,841

0

1,104,841

1,104,841

6.0%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Howard I. Fischer

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,104,841

0

1,104,841

1,104,841

6.0%

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Philip Platek

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,104,841

0

1,104,841

1,104,841

6.0%

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

John Lepore

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,104,841

0

1,104,841

1,104,841

6.0%

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Dwight Nelson

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

1,104,841

0

1,104,841

1,104,841

6.0%

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 Document Capture Technologies, Inc. (the “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2008, and amends and supplements the Schedule 13G originally filed on March 25, 2008 (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 (collectively, the “Reporting Persons”):

BCM is the investment manager of Private Opportunities Holding, 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”).

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Private Opportunities Holding Fund owns 242,101 shares of Common Stock.

Basso Fund does not beneficially own any shares of Common Stock.

Multi-Strategy Holding Fund owns 862,740 shares of Common Stock.

BCM, as the investment manager of Private Opportunities Holding Fund and Multi-Strategy Holding Fund, is deemed to beneficially own the 1,104,841 shares of Common Stock beneficially owned by them.

 

Basso GP, as the general partner of BCM, is deemed to beneficially own the 1,104,841 shares of Common Stock beneficially owned by BCM.

Each Controlling Person, in his capacity as a controlling person of Basso GP, is deemed to beneficially own the 1,104,841 shares of Common Stock beneficially owned by Basso GP.

Collectively, the Reporting Persons beneficially own 1,104,841 shares of Common Stock.

Private Opportunities Holding Fund’s ownership of 242,101 shares of Common Stock represents 1.3% of all the outstanding shares of Common Stock.

Multi-Strategy Holding Fund’s ownership of 862,740 shares of Common Stock represents 4.7% of all the outstanding shares of Common Stock.

BCM’s, Basso GP’s and each Controlling Person’s beneficial ownership of 1,104,841 shares of Common Stock represents 6.0% of all the outstanding shares of Common Stock.

Collectively, the Reporting Persons beneficially own 1,104,841 shares of Common Stock representing 6.0% of all the outstanding shares of Common Stock.

In addition to the 1,104,841 shares of Common Stock beneficially owned by the Reporting Persons, (i) Multi-Strategy Holding Fund owns warrants (“Warrants”) exercisable for 292,500 shares of Common Stock and (ii) Private Opportunities Holding Fund owns Warrants exercisable for 82,500 shares of Common Stock. However, in accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the number of shares of Common Stock into which the Warrants held by Multi-Strategy Holding Fund and Private Opportunities Holding Fund are exercisable are limited pursuant to the terms of the Warrants to that number of shares of Common Stock which would result in the Reporting Persons having aggregate beneficial ownership of 4.99% of the total issued and outstanding shares of Common Stock (the “Ownership Limitation”). The Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock issuable upon exercise of the Warrants if such exercise would cause the Reporting Persons’ aggregate beneficial ownership to exceed or remain above the Ownership Limitation (as is currently the case).

Not applicable.

 

Private Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to vote or direct the vote of the 242,101 shares of Common Stock held by Private Opportunities Holding Fund.

Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to vote or direct the vote of the 862,740 shares of Common Stock held by Multi-Strategy Holding Fund.

Not applicable.

Private Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to dispose or to direct the disposition of the 242,101 shares of Common Stock held by Private Opportunities Holding Fund.

Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to dispose or to direct the disposition of the 862,740 shares of Common Stock held by Multi-Strategy Holding Fund.

Basso Fund has ceased to be the beneficial owner of more than five percent of the class of securities being reported on in this Schedule 13G.

See Exhibit B.

Basso Fund no longer beneficially owns any shares of Common Stock and is, therefore, no longer a member of the group with the other Reporting Persons with respect to this Schedule 13G.

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 17, 2009

 

 

 

EXHIBIT B

Basso Private Opportunities Holding Fund Ltd.

Basso Multi-Strategy Holding Fund Ltd.

Basso Capital Management, L.P.

Basso GP, LLC

Howard Fischer

Philip Platek

John Lepore

Dwight Nelson