Schedule 13d
| Filed by: | TRINAD CAPITAL MASTER FUND LTD. |
| Subject Company: | FORWARD INDUSTRIES, INC. |
| Filed as of Date: | 10/14/2008 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. 1)*
FORWARD
INDUSTRIES, INC.
Common
Stock
(Title
of
Class of Securities)
349862300
(CUSIP
Number)
Jay
A.
Wolf
c/o
Trinad Management, LLC
2121
Avenue of the Stars, Suite 2550
Los
Angeles, California 90067
(310)
601-2500
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
October
6, 2008
(Date
of
Event Which Requires Filing of this Statement)
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(c), 13d-1(f) or 13d-1(g), check the following
box.
oNote.
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See Rule 13d-7(b) 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 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
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).
| CUSIP No. 349862300 | |
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital Master Fund, Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
|
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
835,246
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
835,246
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,246
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
2
| CUSIP No. 349862300 | |
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
|
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
701,607
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
701,607
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,607
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.86%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
3
| CUSIP No. 349862300 | |
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
|
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
835,246
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
835,246
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,246
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
|
|
14
|
TYPE
OF REPORTING PERSON
IA
|
4
| CUSIP No. 349862300 | |
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Advisors II, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
|
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
701,607
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
701,607
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,607
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.86%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
5
| CUSIP No. 349862300 | |
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
S. Ellin
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
|
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
835,246
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
835,246
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,246
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
6
| CUSIP No. 349862300 | |
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay
A. Wolf
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
|
7
|
SOLE
VOTING POWER
|
|
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER
835,246
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
835,246
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,246
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
7
CUSIP
No. 349862300
Item
1. Security and Issuer.
The
class of equity securities to which this statement relates is the Common
Stock,
$0.01 par value per share of Forward Industries, Inc., a New York corporation
(the "Issuer"). The principal executive offices of the Issuer are located
at
1801 Green Rd., Suite E, Pompano Beach, FL 33064.
Item
2. Identity and Background.
(a),
(c) and (f)
This
Schedule is being filed by:
|
(i)
|
Trinad
Capital Master Fund, Ltd., a Cayman Islands corporation, which
is a hedge
fund dedicated to investing in micro-cap companies, with respect
to shares
directly and beneficially owned by Trinad Capital Master Fund,
Ltd.
|
|
(ii)
|
Trinad
Capital LP, a Delaware limited partnership, which is principally
engaged
in investing in Trinad Capital Master Fund, Ltd., with respect
to shares
indirectly and beneficially owned by Trinad Capital
LP.
|
|
(iii)
|
Trinad
Management, LLC, a Delaware limited liability company, which is
principally engaged in the business of managing the investments
of the
Trinad Capital Master Fund, Ltd. and Trinad Capital LP, with respect
to
the shares directly and beneficially owned by Trinad Capital Master
Fund,
Ltd. and indirectly and beneficially owned by Trinad Capital
LP.
|
|
(iv)
|
Trinad
Advisors II, LLC, a Delaware limited liability company (successor
to
Trinad Advisors GP, LLC) and the general partner of Trinad Capital
LP,
which principally serves as the general partner of Trinad Capital
LP, with
respect to the shares indirectly and beneficially owned by Trinad
Capital
LP.
|
|
(v)
|
Robert
S. Ellin, an individual, whose principal occupation is to serve
as
portfolio manager for Trinad Management, LLC. Mr. Ellin is the
managing
member of Trinad Advisors II, LLC; Trinad Advisors II, LLC is the
general
partner of Trinad Capital LP that is a principal stockholder of
Trinad
Capital Master Fund, Ltd. and Mr. Ellin is the managing member
of Trinad
Management, LLC that is the manager of Trinad Capital Master Fund,
Ltd.
Mr. Ellin is a United States
citizen.
|
|
(vi)
|
Jay
A. Wolf, an individual, whose principal occupation is to serve
as
portfolio manager for Trinad Management, LLC. Mr. Wolf is a member
of
Trinad Advisors II, LLC; Trinad Advisors II, LLC is the general
partner of
Trinad Capital LP that is a principal stockholder of Trinad Capital
Master
Fund, Ltd. and Mr. Wolf is a member of Trinad Management, LLC that
is the
manager of Trinad Capital Master Fund, Ltd. Mr. Wolf is a United
States
citizen.
|
Each
of the foregoing is referred to as a "Reporting Person" and collectively
as the
"Reporting Persons."
Although
this Schedule is being made jointly by the Reporting Persons, each of them
expressly disaffirms membership in any group under Rule 13d-5 under the
Securities Exchange Act of 1934, as amended (the ("Exchange Act"), or
otherwise.
8
CUSIP
No. 349862300
(b)
The
address of the principal business office of Trinad Capital Master Fund, Ltd,
Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, and of
Robert S. Ellin and Jay A. Wolf is 2121 Avenue of the Stars, Suite 2550, Los
Angeles, California 90067.
(d)-(e)
During
the last five years, none of the Reporting Persons have, nor, to the best of
their knowledge, have any of the directors, executive officers, control persons,
general partners or members of such Reporting Persons, (i) been convicted in
any
criminal proceeding or (ii) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction 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.
Item
3. Source and Amount of Funds or Other Consideration.
Trinad
Capital Master Fund, Ltd. used its working capital to acquire 835,246 shares
of
Common Stock representing 10.4% of the Issuer. The aggregate purchase cost
of
the 835,246 shares owned by Trinad Capital Master Fund, Ltd., is approximately
$1,914,580 which amount includes commissions.
Item
4. Purpose of Transaction.
All
of
the Common Stock was acquired for investment purposes only.
The
Reporting Persons intend to continuously assess the Issuer's business, financial
conditions, results of operations and prospects, general economic conditions,
the securities markets in general and those for the Issuer's securities.
Depending on such assessments, the Reporting Persons may, from time to time,
acquire additional Shares or may determine to sell or otherwise dispose of
all
or some of its holdings of Shares.
The
Reporting Persons may also engage in and may plan for their engagement any
of
the items discussed in clauses (a) through (j) of Item 4 of the instructions
to
Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a)
Unless
otherwise indicated, as of the date hereof:
Trinad
Capital Master Fund, Ltd. is the beneficial owner of 835,246 shares of the
Common Stock, representing approximately 10.4% of the Common Stock of the
Issuer.
Trinad
Capital LP (as the owner of 84% of the shares of Trinad Capital Master Fund,
Ltd. as of September 30, 2008) and Trinad Advisors II, LLC (as the general
partner of Trinad Capital LP), may each be deemed the beneficial owner of 84%
of
the shares of the 835,246 shares of the Common Stock held by Trinad Capital
Master Fund, Ltd., representing 701,607 shares or 8.86% of the Common Stock
of
the Issuer.
Trinad
Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and
Trinad Capital LP) and Robert S. Ellin, the managing director of and portfolio
manager for Trinad Management, LLC and the managing director of Trinad Advisors
II LLC, and Jay A. Wolf a managing director of and portfolio manager for Trinad
Management, LLC may be deemed the beneficial owners of 835,246 shares of the
Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately
10.4% of the Common Stock of the Issuer.
9
CUSIP No. 349862300
Jay
A. Wolf disclaims
beneficial ownership of the shares of Common Stock directly and beneficially
owned by Trinad
Capital Master Fund, Ltd. except
to the extent of his pecuniary interest therein.
Mr.
Ellin
disclaims beneficial ownership of the shares of Common Stock directly and
beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent
of
his pecuniary interests therein.
The
percentages herein were calculated based on the 7,915,522 shares of the Issuer's
common stock, $0.01 par value, reported by the Issuer to be issued and
outstanding as of August 1, 2008 in the Issuer’s latest 10-Q filed with the
Securities and Exchange Commission on August 11, 2008.
(b)
Each
of the Reporting Persons share the power to vote or to direct the vote and
to
dispose or to direct the disposition of the Common Stock it or he may be
deemed
to beneficially own.
(c)
Set
forth
below are the acquisitions made by Trinad Capital Master Fund, Ltd. in the
last
60 days. No other Reporting Persons have acquired Common Stock in the last
60
days.
|
Date
|
Shares
Acquired
|
Cost
Per Share Inclusive of Transaction Charges
|
|
05/12/08
|
14,805
|
$2.3962
|
|
05/13/08
|
25,000
|
$2.4146
|
|
05/16/08
|
41,200
|
$2.3837
|
|
05/20/08
|
897
|
$2.3786
|
|
05/20/08
|
11,000
|
$2.4041
|
|
05/21/08
|
12,564
|
$2.4229
|
|
05/22/08
|
1,000
|
$2.4450
|
|
05/23/08
|
8,700
|
$2.4317
|
|
05/27/08
|
8,639
|
$2.4317
|
|
05/27/08
|
2,736
|
$2.4355
|
|
05/28/08
|
1,000
|
$2.7150
|
|
05/28/08
|
10,000
|
$2.7700
|
|
05/30/08
|
10,000
|
$2.6717
|
|
09/16/08
|
7,515
|
$2.0785
|
|
09/17/08
|
26,371
|
$2.0300
|
|
09/25/08
|
4,180
|
$2.0936
|
|
10/01/08
|
6,605
|
$2.0320
|
|
10/02/08
|
10,000
|
$1.9815
|
|
10/06/08
|
20,000
|
$1.8803
|
|
10/08/08
|
5,000
|
$1.6814
|
|
10/08/08
|
10,000
|
$1.7051
|
10
CUSIP
No. 349862300
(d)
Not
applicable.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with the
Issuer.
None.
Item
7. Material to be Filed as Exhibits.
The
following exhibit is filed as part of this 13D:
Exhibit
A: Joint Filing Agreement, dated as of October 13, 2008.
11
CUSIP No. 349862300
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.
|
TRINAD
CAPITAL MASTER FUND, LTD.
|
TRINAD
MANAGEMENT, LLC
|
|||
|
a
Cayman Islands exempted company
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Director
|
Robert
S. Ellin, Managing Member
|
|||
|
Date:
October 13, 2008
|
Date:
October 13, 2008
|
|||
|
TRINAD
CAPITAL LP
|
By:
TRINAD ADVISORS II, LLC
|
|||
|
a
Delaware limited partnership
|
a
Delaware limited liability company
|
|||
|
By:
TRINAD ADVISORS II, LLC
|
|
|||
|
a
Delaware limited liability company
|
||||
|
As
its General Partner
|
||||
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Managing Member
|
Robert
S. Ellin, Managing Member
|
|||
|
Date:
October 13, 2008
|
Date:
October 13, 2008
|
|||
|
By:
|
/s/
Jay A. Wolf
|
By:
|
/s/
Robert S. Ellin
|
|
|
Jay
A. Wolf, an individual
|
Robert
S. Ellin, an individual
|
|||
|
Date:
October 13, 2008
|
Date:
October 13, 2008
|
|||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on
behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and
any
title of each person who signs the statement shall be typed or printed
beneath
his signature.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
12
CUSIP No. 349862300
EXHIBIT
A
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13D-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule
13D
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for
the
timely filing of such amendments, and for the completeness and accuracy of
the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
|
TRINAD
CAPITAL MASTER FUND, LTD.
|
TRINAD
MANAGEMENT, LLC
|
|||
|
a
Cayman Islands exempted company
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Director
|
Robert
S. Ellin, Managing Member
|
|||
|
Date:
October 13, 2008
|
Date:
October 13, 2008
|
|||
|
TRINAD
CAPITAL LP
|
By:
TRINAD ADVISORS II, LLC
|
|||
|
a
Delaware limited partnership
|
a
Delaware limited liability company
|
|||
|
By:
TRINAD ADVISORS II, LLC
|
|
|||
|
a
Delaware limited liability company
|
||||
|
As
its General Partner
|
||||
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Managing Member
|
Robert
S. Ellin, Managing Member
|
|||
|
Date:
October 13, 2008
|
Date:
October 13, 2008
|
|||
|
By:
|
/s/
Jay A. Wolf
|
By:
|
/s/
Robert S. Ellin
|
|
|
Jay
A. Wolf, an individual
|
Robert
S. Ellin, an individual
|
|||
|
Date:
October 13, 2008
|
Date:
October 13, 2008
|
|||
13
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