0000902664-13-000495.txt : 20130206 0000902664-13-000495.hdr.sgml : 20130206 20130206171857 ACCESSION NUMBER: 0000902664-13-000495 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130206 DATE AS OF CHANGE: 20130206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMUS TELECOMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001006837 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541708481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47735 FILM NUMBER: 13579093 BUSINESS ADDRESS: STREET 1: 7901 JONES BRANCH DRIVE STREET 2: SUITE 900 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7039022800 MAIL ADDRESS: STREET 1: 7901 JONES BRANCH DRIVE STREET 2: SUITE 900 CITY: MCLEAN STATE: VA ZIP: 22102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGENS WATERFALL VINTIADIS & CO INC CENTRAL INDEX KEY: 0001016150 IRS NUMBER: 132674766 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127050500 MAIL ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 p13-0497sc13ga.htm PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Primus Telecommunications Group, Incorporated

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

741929301

(CUSIP Number)
 

December 31, 2012

(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)
 
(Page 1 of 9 Pages)

 

______________________________

*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 ("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. 74192930113G/APage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Phaeton International (BVI) Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) S

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

 

6

SHARED VOTING POWER

211,100 shares of Common Stock and

Warrants to purchase 124,948 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

211,100 shares of Common Stock and

Warrants to purchase 124,948 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

211,100 shares of Common Stock and

Warrants to purchase 124,948 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.42%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 74192930113G/APage 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

Phoenix Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) S

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

288,900 shares of Common Stock and

Warrants to purchase 201,292 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

288,900 shares of Common Stock and

Warrants to purchase 201,292 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

288,900 shares of Common Stock and

Warrants to purchase 201,292 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.45%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 74192930113G/APage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

Morgens, Waterfall, Vintiadis & Co., Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) S

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

500,000 shares of Common Stock and

Warrants to purchase 326,240 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

500,000 shares of Common Stock and

Warrants to purchase 326,240 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000 shares of Common Stock and

Warrants to purchase 326,240 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.81%

12

TYPE OF REPORTING PERSON

IA

         

 

 
CUSIP No. 74192930113G/APage 5 of 9 Pages

 

1

NAME OF REPORTING PERSON

Edwin H. Morgens

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) S

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

 

6

SHARED VOTING POWER

500,000 shares of Common Stock and

Warrants to purchase 326,240 shares of Common Stock (see Item 4)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

500,000 shares of Common Stock and

Warrants to purchase 326,240 shares of Common Stock (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000 shares of Common Stock and

Warrants to purchase 326,240 shares of Common Stock (see Item 4)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.81%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 74192930113G/APage 6 of 9 Pages

 

Item 1(a). NAME OF ISSUER
   
  Primus Telecommunications Group, Incorporated (the "Company")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  7901 Jones Branch Drive, Suite 900, McLean, VA, 22102

 

Item 2(a). NAME OF PERSON FILING
   
  This Schedule 13G/A is filed jointly by (a) Phaeton International (BVI) Ltd. ("Phaeton"), (b) Phoenix Partners, L.P. ("Phoenix"), (c) Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens Waterfall") and (d) Edwin H. Morgens ("Morgens" and together with the persons listed in (a) through (d), the "Reporting Persons").
   
  Phaeton and Phoenix are hereinafter sometimes collectively referred to as the "Advisory Clients".
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The business address of each of the Reporting Persons is 600 Fifth Avenue, 27th Floor, New York NY 10020.

 

Item 2(c). CITIZENSHIP
   
  Phoenix is a limited partnership organized under the laws of the State of New York.  Phaeton is an exempted company organized in British Virgin Islands.  Morgens Waterfall is a corporation organized under the laws of the State of New York. Morgens is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, no par value per share ("Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  741929301

 

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;

 

 
CUSIP No. 74192930113G/APage 7 of 9 Pages

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:

 

Item 4. OWNERSHIP
   
  The percentages used to calculate beneficial ownership are based upon the (i) 13,899,543 shares of Common Stock that were outstanding as of October 31, 2012 as reported by the Company in its Form 10-Q for the quarterly period ended September 30, 2012, filed on November 9, 2012 and (ii) 326,240 shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such shares may be obtained and beneficially owned upon exercise within 60 days of derivative securities currently owned by the Reporting Persons.  Pursuant to Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Common Stock assumes that each other shareholder of the Company does not exercise herein within 60 days.
   
  The information required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

 
CUSIP No. 74192930113G/APage 8 of 9 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Morgens Waterfall is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended.  The business of Morgens Waterfall is the rendering of financial services and as such it provides discretionary investment advisory services to each of the Advisory Clients.  In such capacity, Morgens Waterfall has the power to make decisions regarding the dispositions of the proceeds from the sale of the foregoing shares of Common Stock.  Under the rules promulgated by the Securities and Exchange Commission, Morgens Waterfall and its principal (Mr. Morgens) may be considered "beneficial owners" of securities acquired by the Advisory Clients.  Each such Advisory Client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in such person's account.

 

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. CERTIFICATION
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or 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. 74192930113G/APage 9 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 6, 2013

 

     
     
/s/ Edwin H. Morgens    
Name: Edwin H. Morgens,    
  as attorney-in-fact for the Reporting Persons