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. __)
Cycle Country Accessories Corp.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
232984104
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(CUSIP Number)
David Grin
Director
Laurus Master Fund, Ltd.
825 Third Avenue, 14th Floor
New York, NY 10022
Telephone: (212) 541-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 22, 2004
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(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 which 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
|_|.
Note. 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.
(Continued on following pages)
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Page 2
CUSIP No. 232984104 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
98-0337673
Laurus Master Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER: 518,906
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 518,906
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
518,906
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.44%
14 TYPE OF REPORTING PERSON:* CO
Page 3
Item 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices of Issuer:
Cycle Country Accessories Corp.
P.O. Box 239
2188 Highway 86
Milford, Iowa 51351
(b) Title and Class of
Equity Securities: Common Stock
Item 2. Identity and Background
(a) Name of Person Filing: Laurus Master Fund, Ltd.
Laurus Capital Management, L.L.C. controls Laurus Master Fund, Ltd.
Eugene Grin and David Grin are the sole members of Laurus Capital
Management, L.L.C. Information related to each of Laurus Capital
Management, L.L.C., David Grin and Eugene Grin is set forth on
Appendix A hereto.
(b) Jurisdiction of Incorporation: Cayman Islands
(c) Principal Business: Investments in public companies
(d) Address of Principal Business and Principal Office:
825 Third Avenue, 14th Floor
New York, NY 10022
(e) Criminal Proceedings:
During the last five years neither the Reporting Person nor Laurus
Capital Management, L.L.C, Eugene Grin or David Grin has been
convicted in any criminal proceeding.
(f) Civil Proceedings:
During the last five years neither the Reporting Person nor Laurus
Capital Management, L.L.C., Eugene Grin or David Grin has been party
to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person would have
been subject to any 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.
Page 4
Item 3. Source and Amount of Funds or Other Consideration.
Funds for the purchase of the Common Stock of the Issuer are derived
from the Reporting Person's working capital. $1,879,350 was paid to
acquire 478,906 shares of Common Stock of the Issuer. Additional
amounts may be paid should the Reporting Person exercise the Warrant
(as defined in Item 4).
Item 4. Purpose of the Transaction
The Reporting Person acquired the Common Stock and the Warrant as an
investment (such transaction described in Item 5(c), below). The
Reporting Person plans from time to time to dispose of the Common
Stock of the Issuer that it owns. In addition to the 478,906 shares
of Common Stock of the Issuer acquired by the Reporting Person, the
Reporting Person also holds a warrant (the "Warrant") to purchase up
to 40,000 shares of Common Stock of the Issuer. A copy of the
Warrant is attached hereto as Exhibit 2. The shares of Common Stock
subject to the Warrant are exercisable from the date hereof. The
exercise price for the shares of Common Stock that can be acquired
under the Warrant is $4.00. The Warrant expires on June 9, 2010.
Item 5. Interests in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 518,906 shares
Right to Acquire: 40,000 shares (included in amount beneficially
owned set forth above)
Percent of Class: 12.44% (based upon 4,171,000 shares of common
stock outstanding).
(b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
518,906 shares
Shared Power to Vote, Direct the Vote of, or Dispose of Shares: None
(c) Recent Transactions:
The Reporting Person sold on the American Stock Exchange the
following shares of Common Stock of the Issuer on the following
dates in the following amounts and received the following proceeds
from such sale:
Date Sold Amount of Proceeds received
shares sold from sale of shares
6/8/2004 1,801 $ 9,394.84
6/9/2004 10,600 $54,204.44
6/10/2004 6,900 $36,429.44
6/16/2004 10,600 $55,777.44
6/17/2004 1,900 $ 9,977.09
6/22/2004 5,400 $28,485.44
Page 5
On June 22, 2004, the Reporting Person agreed with the Issuer
(notwithstanding the terms of prior agreements limiting the
Reporting Person's right to own no more than 4.99% of the issued and
outstanding Common Stock of the Issuer) to convert into Common Stock
of the Issuer $1,879,350 of its preferred stock investment in a
subsidiary of the Issuer made pursuant to a Securities Purchase
Agreement, dated as of June 9, 2003, between the Issuer and the
Reporting Person (as amended, modified or supplemented from time to
time, the "Securities Purchase Agreement"), and certain related
agreements referred to, or entered into in connection with, the
Securities Purchase Agreement (such related agreements, as amended,
modified or supplemented from time to time, the "Related
Agreements"). Each of the Securities Purchase Agreement and the
Related Agreements are included as Exhibits hereto.
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial Ownership: N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to the Securities Purchase Agreement and the Related Agreements
(each referred to above), the Reporting Person holds various rights
related to its ownership of the Common Stock of the Issuer and the
exercise of the Warrant. See the Securities Purchase Agreement and certain
of the Related Agreements which are, in each case attached as an Exhibit
hereto, together with the related Certificate of Designation (which is
incorporated by reference to the Issuer's 8-K filed on June 12, 2003) for
a further description of these provisions.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Securities Purchase Agreement, dated as of June 9, 2003,
between the Reporting Person and the Issuer.
Exhibit 2. Warrant to Purchase Shares of Common Stock of the Issuer, dated
June 9, 2003.
Exhibit 3. Registration Rights Agreement, dated as of June 9, 2003,
between the Reporting Person and the Issuer.
Exhibit 4. Issuer Certificate of Designation
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.
Dated as of June 30, 2004.
Laurus Master Fund, Ltd.
By: /s/ David Grin
David Grin
Director
Page 6
APPENDIX A
A. Name of business, principal
business and address of
corporation or other
organization on which
employment business and
is conducted:
Laurus Capital Management, L.L.C.,
controls Laurus Master Fund, Ltd.
825 Third Avenue, 14th Floor
New York, New York 10022
B. Name: Eugene Grin
Business 825 Third Avenue, 14th Floor
Address: New York, New York 10022
Principal Partner of Laurus Master Fund, Ltd.
Occupation: Member of Laurus Capital Management, L.L.C.
Name of business,
principal business and
address of corporation or
other organization on
which employment business and
is conducted: Laurus Master Fund, Ltd., investments in
public companies
825 Third Avenue, 14th Floor
New York, New York 10022
B. Name: David Grin
Business 825 Third Avenue, 14th Floor
Address: New York, New York 10022
Principal Partner of Laurus Master Fund, Ltd.
Occupation: Member of Laurus Capital Management, L.L.C.
Name of business,
principal business and
address of corporation or
other organization on
which employment business and
is conducted: Laurus Master Fund, Ltd., investments
in public companies
825 Third Avenue, 14th Floor
New York, New York 10022
Page 7
EXHIBIT INDEX
Exhibit
No. Document
1 Securities Purchase Agreement, dated as of June 9, 2003, between the
Reporting Person and the Issuer.
2 Warrant to Purchase Shares of Common Stock of the Issuer, dated June 9,
2003.
3 Registration Rights Agreement, dated as of June 9, 2003, between the
Reporting Person and the Issuer.
4 Issuer Certificate of Designation, incorporated by reference from Cycle
Country Accessories Corp. Current Report on Form 8-K, filed June 12,
2003