UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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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. )*
BOOTS & COOTS, INC.
(Name of Issuer)
Common Stock, par value $.00001 per share
(Title of Class of Securities)
099469504
(CUSIP Number)
June 8, 2010
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 8 Pages)
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*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 purposes 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).
CUSIP No. 099469504 13G Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Centaurus Capital LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
4,644,231
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
4,644,231
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,644,231
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.7%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 099469504 13G Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Centaurus Capital Limited
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
4,644,231
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
4,644,231
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,644,231
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.7%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 099469504 13G Page 4 of 8 Pages
Item 1(a). Name of Issuer:
The name of the issuer is BOOTS & COOTS, INC. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 7908 N. Sam
Houston Parkway W., 5th Floor, Houston, Texas 77064.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Centaurus Capital LP, a United Kingdom limited partnership
("Centaurus"), which serves as investment manager to Centaurus
International Risk Arbitrage Master Fund Limited ("CIRAF") and
certain managed accounts, with respect to the shares of Common
Stock directly owned by CIRAF and the managed accounts; and
(ii) Centaurus Capital Limited, a corporation organized under the
laws of the United Kingdom ("CCL"), which serves as the
general partner to Centaurus, with respect to the shares of
Common Stock directly owned by CIRAF and the managed accounts.
The foregoing persons are hereinafter sometimes collectively referred to as
the "Reporting Persons." Any disclosures herein with respect to persons other
than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 33
Cavendish Square, 16th Floor, London, W1G OPW, United Kingdom.
Item 2(c). Citizenship:
Centaurus is a limited partnership organized under the laws of the United
Kingdom. CCL is a corporation organized under the laws of the United Kingdom.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.00001 per share (the "Common Stock").
CUSIP No. 099469504 13G Page 5 of 8 Pages
Item 2(e). CUSIP Number:
099469504
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Centaurus Capital LP
(a) Amount beneficially owned: 4,644,231
(b) Percent of class: 5.7%. The percentages used herein and in
the rest of this Schedule 13G are calculated based upon the
81,848,413 shares of Common Stock issued and outstanding as of
May 5, 2010 as reported in the Form 10-Q for the quarterly
period ended March 31, 2010 filed by the Company on May 6, 2010.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 4,644,231
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 4,644,231
CUSIP No. 099469504 13G Page 6 of 8 Pages
B. Centaurus Capital Limited
(a) Amount beneficially owned: 4,644,231
(b) Percent of class: 5.7%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 4,644,231
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 4,644,231
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
CCL, the general partner of Centaurus, has the power to direct the affairs
of Centaurus, including decisions with respect to the disposition of the
proceeds from the sale of the Common Stock. As the general partner of Centaurus,
CCL directs its operations. Each of the clients of Centaurus has the power to
direct the receipt of dividends from and the proceeds of sale of the Common
Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best
of its 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.
CUSIP No. 099469504 13G Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: June 14, 2010
Centaurus Capital LP
By: Centaurus Capital Limited,
its General Partner
/s/ Paul Leary
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Name: Paul Leary
Title: Director
Centaurus Capital Limited
/s/ Paul Leary
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Name: Paul Leary
Title: Director
CUSIP No. 099469504 13G Page 8 of 8 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G 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.
DATED: June 14, 2010
Centaurus Capital LP
By: Centaurus Capital Limited,
its General Partner
/s/ Paul Leary
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Name: Paul Leary
Title: Director
Centaurus Capital Limited
/s/ Paul Leary
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Name: Paul Leary
Title: Director