SC 13G 1 mtrx13g.txt 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Rule 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 Matrix Service Co. (Name of Issuer) Common Stock (Title of Class of Securities) 576853105 (CUSIP Number) 12/28/2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | | Rule 13d-1 (b) |X| Rule 13d-1 (c) | | 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). (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Caxton International Limited (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. British Virgin Islands Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 738,251 (7) Sole dispositive power: 0 (8) Shared dispositive power: 738,251 (9) Aggregate amount beneficially owned by each reporting person. 738,251 (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11) Percent of class represented by amount in Row 9. 3.5% (12) Type of reporting person (see instructions). CO (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. GDK, Inc. (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. British Virgin Islands Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 254,285 (7) Sole dispositive power: 0 (8) Shared dispositive power: 254,285 (9) Aggregate amount beneficially owned by each reporting person. 254,285 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 1.2% (12)Type of reporting person (see instructions). BD (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Caxton Associates, L.L.C. 22-3430173 (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. Delaware Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 992,536 (7) Sole dispositive power: 0 (8) Shared dispositive power: 992,536 (9) Aggregate amount beneficially owned by each reporting person. 992,536 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 4.7% (12)Type of reporting person (see instructions). IA (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Kovner, Bruce (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. United States Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 992,536 (7) Sole dispositive power: 0 (8) Shared dispositive power: 992,536 (9) Aggregate amount beneficially owned by each reporting person. 992,536 (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11) Percent of class represented by amount in Row 9. 4.7% (12) Type of reporting person (see instructions). IN (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Ross Taylor (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|x| (3) SEC use only. (4) Citizenship or place of organization. United States Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 1,200 (6) Shared voting power: 0 (7) Sole dispositive power: 1,200 (8) Shared dispositive power: 0 (9) Aggregate amount beneficially owned by each reporting person. 1,200 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 0.01% (12)Type of reporting person (see instructions). IN Item 1(a). Name of Issuer: Matrix Service Co. Item 1(b). Address of Issuer's Principal Executive Offices: 10701 East Ute Street Tulsa, Oklahoma 74116-1517 Item 2(a). Name of Person Filing: (i) Caxton International Limited ("Caxton International") (ii) GDK, Inc. ("GDK") (iii) Caxton Associates, L.L.C. ("Caxton Associates"). Caxton Associates is the trading advisor to Caxton International and GDK (the "Caxton Accounts") and as such, has voting and dispositive power with respect to the investments of the Caxton Accounts. (iv) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates. As a result of the foregoing, Mr. Kovner may be deemed beneficially to own the securities of the Issuer owned by the Caxton Accounts. (v) Mr. Ross Taylor. Mr. Taylor is a portfolio manager for Caxton Associates and may be deemed to participate in the voting and exercise of discretion with respect to certain securities for certain of Caxton Associates' investment advisory clients. Item 2(b). Address or Principal Business Office or, If None, Residence: (i) The address of Caxton International is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (ii) The address of GDK is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (iii) The address of Caxton Associates is Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (iv) The business address of Mr. Kovner is 500 Park Avenue, New York, NY 10022. (v) The business address of Mr. Taylor is 500 Park Avenue, New York, NY 10022. Item 2(c). Citizenship: (i) Caxton International is a British Virgin Islands Corporation. (ii) GDK is a British Virgin Islands corporation. (iii) Caxton Associates is a Delaware limited liability company. (iv) Mr. Kovner is a United States citizen. (v) Mr. Taylor is a United States citizen. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP No.: 576853105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable If this statement is filed pursuant to Rule 13d-1(c), check this box. |X| Item 4. Ownership (a) Amount beneficially owned as of the close of business January 6, 2006: (i) The amount of shares of Common Stock beneficially owned by Caxton International is 738,251. (ii) The amount of shares of Common Stock beneficially owned by GDK is 254,285. (iii) The amount of shares of Common Stock considered to be beneficially owned by Caxton Associates by reason of its voting and dispositive powers is 992,536. (iv) Mr. Kovner, by reason of being Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates, may also be deemed to beneficially own such shares. (v) The amount of shares of Common Stock beneficially owned by Mr. Taylor is 1,200 shares. The 1,200 shares of Common Stock reported herein as beneficially owned by Mr. Taylor are owned directly by Mr. Taylor. (b) Percent of class: (All percentages herein are based on 20,726,393 shares of Common Stock reported to be outstanding as of October 10,2005, as reflected in the Form 8K filed by the company on October 13, 2005.) (i) Caxton International beneficially owns 3.5% of the Class of Common Stock. (ii) GDK beneficially 1.2% owns of the Class of Common Stock. (iii) Caxton Associates is deemed to beneficially own 4.7% of the class of Common Stock. (iv) Mr. Kovner is deemed to beneficially own 4.7% of the Class of Common Stock. (v) Mr. Taylor beneficially owns 0.01% of the Class of Common Stock. (c) Number of shares as to which Caxton International has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 738,251 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 738,251 Number of shares as to which GDK has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 254,285 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 254,285 Number of shares as to which Caxton Associates has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 992,536 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 992,536 Number of shares as to which Mr. Kovner has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 992,536 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 992,536 Number of shares as to which Mr. Taylor has: (i) Sole power to vote or to direct the vote: 1,200 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,200 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. 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. Certifications By signing below I certify that, to the best of my 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. 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. Caxton International Limited Date: 1/9/2006 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 1/9/2006 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary GDK, Inc. Date: 1/9/2006 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 1/9/2006 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary Caxton Associates, L.L.C. Date: 1/9/2006 /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary Date: 1/9/2006 /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact Date: 1/9/2006 /s/ Ross Taylor Ross Taylor 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). (Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998] Certification The undersigned hereby certifies that the shares of Matrix Service Co. purchased on behalf of Caxton International Limited and GDK, Inc. were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Date: 1/9/2006 /s/ Andy Waldman Andy Waldman /s/ Ross Taylor Ross Taylor JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) (1) 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 other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: 1/9/2006 Caxton International Limited /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary GDK, Inc. /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary Caxton Associates, L.L.C. /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact /s/ Ross Taylor Ross Taylor