Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
____)*
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HORIZON
TECHNOLOGY FINANCE CORPORATION
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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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44045A
102
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(CUSIP
Number)
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Cora
Lee Starzomski, Anholt Investments Ltd. (formerly known as Compass Group
Investments, Ltd.)
69
Pitts Bay Road, Belvedere Building – 4th
Floor, Hamilton HM08, Bermuda
(441)
400-7716
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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October
29, 2010
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box o.
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
*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).
SCHEDULE
13D
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NAMES OF REPORTING PERSONS:
ANHOLT
INVESTMENTS LTD. (FORMERLY KNOWN AS COMPASS GROUP INVESTMENTS,
LTD.)
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) x |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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| 6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Bermuda |
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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1,258,249 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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1,258,249 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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1,258,249 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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16.7% |
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| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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OO |
SCHEDULE
13D
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NAMES OF REPORTING PERSONS:
COMPASS
HORIZON PARTNERS, LP
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) x |
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| 3 |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Bermuda |
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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1,258,249 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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1,258,249 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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1,258,249 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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16.7% |
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| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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PN |
SCHEDULE
13D
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| 1 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) x |
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| 3 |
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SEC USE ONLY: |
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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| 5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Bermuda |
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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1,258,249 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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1,258,249 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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1,258,249 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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16.7% |
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| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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CO |
SCHEDULE
13D
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| 1 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) x |
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| 3 |
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SEC USE ONLY: |
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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| 5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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England |
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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1,258,249 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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1,258,249 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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1,258,249 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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16.7% |
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| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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OO |
ITEM 1. SECURITY AND ISSUER
The title
of the class of equity securities to which this statement relates is common
stock. The name of the issuer of such securities is Horizon
Technology Finance Corporation, and the address of its principal executive
offices is 76 Batterson Park Road, Farmington,
Connecticut 06032.
ITEM 2. IDENTITY AND
BACKGROUND
This
Schedule 13D relates to, and is filed on behalf of, the following reporting
persons:
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·
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Anholt Investments Ltd. (formerly
known as Compass Group Investments, Ltd.) (“Anholt”), a Bermuda exempted
company. Its principal business is the making of investments
and its principal office is at 69 Pitts Bay Road, Belvedere Building –
4th Floor, Hamilton HM08,
Bermuda.
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·
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Compass Horizon Partners, LP, a
Bermuda exempted limited partnership. Its principal business is
the making of investments and its principal office is at 69 Pitts Bay
Road, Belvedere Building – 4th Floor, Hamilton HM08,
Bermuda.
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·
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Navco Management, Ltd. (“Navco”),
a Bermuda exempted company. Its principal business is the
making of investments and its principal office is at 69 Pitts Bay Road,
Belvedere Building – 4th Floor, Hamilton HM08,
Bermuda.
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·
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Path Spirit Limited (“Path”), an
English company limited by guarantee. Its principal business is
to act as the trust protector for The Kattegat Trust and its principal
office is at 10 Norwich Street, London EC4A 1BD, United
Kingdom.
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Anholt is
managed by Thomas K.Y. Hsu, a director and President, Peter Antturi, a director,
and Vice President and Cora Lee Starzomski, a director and
Treasurer.
Compass
Horizon Partners, LP is owned by Concorde Horizon Holdings LP and Navco and
managed by Navco. Concorde Horizon Holdings LP is owned by
Anholt and Navco and managed by Navco.
Navco is
managed by Thomas K.Y. Hsu, a director, Peter Antturi, a director, and Cora Lee
Starzomski, a director.
Anholt and Navco are wholly owned by Kattegat
Limited, a Bermudian exempted company with its principal office at 69
Pitts Bay Road, Belvedere Building – 4th Floor, Hamilton HM 08,
Bermuda. Kattegat Limited was formed for the purpose of holding and
managing the endowed assets of The Kattegat Trust and is wholly owned by The
Kattegat Trust. The Kattegat Trust is a Bermudian charitable trust,
engaged in the principal business of distributing income for charitable
purposes, with its principal office at 2 Reid Street, Hamilton HM 11, Bermuda.
The trustee of The Kattegat Trust is Kattegat Private Trustees (Bermuda)
Limited, a Bermudian trust company with its principal offices at 2 Reid Street,
Hamilton HM 11, Bermuda. Kattegat Private Trustees (Bermuda) Limited is
wholly owned by The Lund Purpose Trust, a Bermudian purpose trust with its
principal office at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda,
formed for the sole purpose of holding the shares of Kattegat Private Trustees
(Bermuda) Limited. Path is the trust protector for The Kattegat
Trust.
The
members/directors of Path are Axel Karlshoej, Svend Erik Kjærgaard and Arthur F.
Coady.
In the
past five years, none of Anholt, Compass Horizon Partners, LP, Navco or Path,
nor any of the respective directors and executive officers thereof named above,
has been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Thomas
K.Y. Hsu is a director of CNC Industries, which is an affiliate of the Expedo
Group of Companies that manages a fleet of six vessels and whose address is Bloc
A, 5 impasse de la Fontaine, MC 98000 Monaco. Mr. Hsu has been a Committee
Director of the Britannia Steam Ship Insurance Association Limited since 1988.
Mr. Hsu is a citizen of the United Kingdom.
Peter
Antturi's business address is 1688 152nd Avenue, Suite 301, Surrey, B.C., V4A
4N2 Canada. Mr. Antturi is a business advisor and a director of Anglemont
Financial Services Ltd. (a provider of administrative and clerical services),
whose address is 1688 152nd Avenue, Suite 301, Surrey, B.C., V4A 4N2 Canada. Mr.
Antturi is a citizen of Canada.
Cora Lee
Starzomski's business address is Belvedere Building – 4th Floor, Hamilton, HM
08, Bermuda. Ms. Starzomski is a managing director of Kattegat
Limited, whose address is Belvedere Building – 4th Floor, Hamilton HM 08,
Bermuda. Ms. Starzomski is a citizen of Canada.
Axel
Karlshoej is the President and a director of Nordic Industries, a California
general construction firm whose address is 1437 Furneaux Road, Marysville,
California, USA, 95901. Mr. Karlshoej is a citizen of Denmark.
Svend
Erik Kjærgaard’s business address is Nylandsvej 23, Vildbjerg 7480, Denmark. Mr.
Kjærgaard is the president of Melgaard Farm, a leading producer of pork in
Denmark. Mr. Kjærgaard is a citizen of Denmark.
Arthur F.
Coady’s business address is Bayside House, Bayside Executive Park, West Bay
Street & Blake Road, P.O. Box AP-59214, Nassau, The Bahamas. Mr.
Coady is employed by Concord Equity Inc., an investment and holding company,
whose address is Bayside House, Bayside Executive Park, West Bay Street &
Blake Road, P.O. Box AP-59214, Nassau, The Bahamas. Mr. Coady is a
citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
As of
October 29, 2010, an exchange agreement was executed among Compass Horizon
Partners, LP, HTF-CHF Holdings LLC, Compass Horizon Funding Company, LLC and
Horizon Technology Finance Corporation, pursuant to which Compass Horizon
Partners, LP and HTF-CHF Holdings LLC exchanged their respective interests in
Compass Horizon Funding Company, LLC for respective portions of the shares of
common stock of Horizon Technology Finance Corporation
(“Shares”). Immediately prior to the exchange, Compass Horizon
Partners, LP and HTF-CHF Holdings LLC were the only holders of interests in
Compass Horizon Funding Company, LLC, and Compass Horizon Funding Company, LLC
was the sole owner of the Shares. As a result of the exchange, each
of Compass Horizon Partners, LP and HTF-CHF Holdings LLC became the owners of
the Shares, and Horizon Technology Finance Corporation became the sole holder of
the interests in Compass Horizon Funding Company, LLC. In exchange
for its interests in Compass Horizon Funding Company, LLC, Compass Horizon
Partners, LP received 2,598,249 Shares.
On Nov.
3. 2010, the initial public offering of Shares of Horizon Technology Finance
Corporation (the “IPO”) was consummated. The IPO consisted of the
issuance, offer and sale by Horizon Technology Finance Corporation of 4,910,000
new Shares and the offer and sale by Compass Horizon Partners, LP of 1,340,000
of its Shares. The IPO was conducted pursuant to an underwriting
agreement entered into as of October 28, 2010 among Horizon Technology Finance
Corporation, Compass Horizon Partners, LP and the several underwriters of the
IPO, including Morgan Stanley & Co. Incorporated and UBS Securities LLC,
among others. The price per Share to the public of the Shares offered
in the IPO was $16.00. The proceeds to Compass Horizon Partners, LP
from the sale of its Shares in the IPO, after deducting the underwriters’
discounts and commissions but before deducting any expenses, were
$19,939,200. Following consummation of the IPO, the number of Shares
owned by Compass Horizon Partners, LP was 1,258, 249.
The
actions taken by Compass Horizon Partners, LP in connection with the
transactions and agreements described above were taken for the benefit of
Anholt, as beneficial owner of the Shares owned by Compass Horizon Partners, LP,
and at the direction of Anholt, Concorde Horizon Holdings
LP and Navco.
ITEM 4. PURPOSE OF
TRANSACTION.
The
purpose of the transactions described in Item 3, above, was for Anholt to
dispose of 1,340,000 of the Shares, as described in Item 3, above.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER.
Anholt is
the beneficial owner of 1,258,249 Shares, representing approximately 16.7% of
the outstanding Shares. The 1,258,249 Shares are owned directly by
Compass Horizon Partners, LP, which is owned by Concorde Horizon Holdings LP and
Navco. Concorde Horizon Holdings LP is owned by Anholt and
Navco. Anholt and Navco are wholly owned by Kattegat
Limited.
Kattegat Limited is wholly
owned by The Kattegat Trust. The trustee of The
Kattegat Trust is Kattegat Private Trustees (Bermuda) Limited. Kattegat Private Trustees
(Bermuda) Limited is wholly owned by The Lund Purpose
Trust. Path is the trust
protector for The Kattegat Trust.
Compass
Horizon Partners, LP, Navco and Path disclaim beneficial ownership of the
Shares, except to the extent of their respective pecuniary interests
therein.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
As
described in Item 3, above, with respect to the Shares, Compass Horizon
Partners, LP entered into (i) as of October 29, 2010, an exchange agreement with
HTF-CHF Holdings LLC, Compass Horizon Funding Company, LLC and Horizon
Technology Finance Corporation, and (ii) as of October 28, 2010, an underwriting
agreement with Horizon Technology Finance Corporation and the several
underwriters of the IPO.
Pursuant
to the underwriting agreement, Compass Horizon Partners, LP and certain other
persons have agreed to certain lock-up arrangements restricting the disposition
of such persons’ Shares for certain periods of time following the
IPO. Pursuant to these arrangements, Compass Horizon Partners, LP may
not (subject to certain exceptions), for a period of 180 days from October 28,
2010 (subject to certain possible extensions of such period), without the prior
written consent of underwriters Morgan Stanley & Co. Incorporated and UBC
Securities LLC, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Shares or any securities convertible into or
exercisable or exchangeable for Shares or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of Shares or (iii) file any registration statement
with the U.S. Securities & Exchange Commission (the “SEC”) relating to the
offering of any Shares or any securities convertible into or exercisable or
exchangeable for Shares.
The
underwriting agreement contains certain additional, customary terms binding on
Compass Horizon Partners, LP and the other parties thereto, including certain
provisions relating to indemnification and contribution.
Copies of
the forms of exchange agreement and underwriting agreement have been publicly
filed as Exhibits (k)(4) and (h), respectively, to the registration statement on
Form N-2 (No. 333-165570), as amended, of Horizon Technology Finance Corporation
filed with the SEC in connection with the IPO. Exhibit (k)(4) was so
filed as of July 20, 2010 and Exhibit (h) was so filed as of July 2,
2010.
Except as
described above in this Item 6, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) involving the reporting
persons with respect to the Shares. None of the Shares currently
owned by Compass Horizon Partners, LP have been pledged or are otherwise subject
to a contingency the occurrence of which would give another person voting power
or investment power over such Shares.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
The
following items publicly filed with the SEC are hereby incorporated by reference
as exhibits to this statement: (1) the form of exchange agreement among Compass
Horizon Partners, LP, HTF-CHF Holdings LLC, Compass Horizon Funding Company, LLC
and Horizon Technology Finance Corporation filed as of July 20, 2010 as Exhibit
(k)(4) to Pre-Effective Amendment No. 3 to the registration statement on Form
N-2 (No. 333-165570) of Horizon Technology Finance Corporation, filed with the
SEC in connection with the IPO, and (2) the form of underwriting agreement among
Horizon Technology Finance Corporation, Compass Horizon Partners, LP and the
several underwriters of the IPO filed as of July 2, 2010 as Exhibit (h) to
Pre-Effective Amendment No. 2 to the registration statement on Form N-2 (No.
333-165570) of Horizon Technology Finance Corporation, filed with the SEC in
connection with the IPO.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Date:
November 8, 2010
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ANHOLT
INVESTMENTS LTD.
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/s/
Cora Lee Starzomski, Director
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Date:
November 8, 2010
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COMPASS
HORIZON PARTNERS, LP
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By:
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Navco
Management, Ltd., its General Partner
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/s/
Cora Lee Starzomski, Director
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Date:
November 8, 2010
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NAVCO
MANAGEMENT, LTD.
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/s/
Cora Lee Starzomski, Director
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Date:
November 8, 2010
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PATH
SPIRIT LIMITED
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/s/
Arthur F. Coady,
Director
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