-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEnK5tFHiTl9quRt16vmynrVUkjGKuFrEnPO482l3iFyGFoDcN6/FglAaFUbS1s+ Ru2BLO9HIxWD1NuWct7BEA== 0001379681-09-000004.txt : 20090115 0001379681-09-000004.hdr.sgml : 20090115 20090115172320 ACCESSION NUMBER: 0001379681-09-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090115 DATE AS OF CHANGE: 20090115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TWL CORP CENTRAL INDEX KEY: 0000101704 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 730981865 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35177 FILM NUMBER: 09529232 BUSINESS ADDRESS: STREET 1: 4101 INTERNATIONAL PARKWAY CITY: CARROLLTON STATE: TX ZIP: 75007 BUSINESS PHONE: (972) 309-4000 MAIL ADDRESS: STREET 1: 4101 INTERNATIONAL PARKWAY CITY: CARROLLTON STATE: TX ZIP: 75007 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY LEARNING CORP DATE OF NAME CHANGE: 20030328 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY COMPANIES INC DATE OF NAME CHANGE: 20021028 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY COS INC DATE OF NAME CHANGE: 20020520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Asset Management, Inc. CENTRAL INDEX KEY: 0001379681 IRS NUMBER: 232676443 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 ABINGTON EXECUTIVE PARK STREET 2: SUITE 205 CITY: CLARKS SUMMIT STATE: PA ZIP: 18411 BUSINESS PHONE: 570-586-8600 MAIL ADDRESS: STREET 1: 200 ABINGTON EXECUTIVE PARK STREET 2: SUITE 205 CITY: CLARKS SUMMIT STATE: PA ZIP: 18411 SC 13D/A 1 twlcorp13damendment.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. ___1____)* TWL Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 87309T101 (CUSIP Number) Linden Asset Management, Inc., 200 Abington Executive Park Suite 205, Clarks Summit, PA 18411 (570) 586-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 2009 (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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 initialfiling 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). CUSIP No. 87309T101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons Paul J. Coviello 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11): 0 14. Type of Reporting Person (See Instructions) IN CUSIP No. 87309T101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. Linden Growth Partners Master Fund, LP 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) : 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization: Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11): 0 14. Type of Reporting Person (See Instructions): PN CUSIP No. 87309T101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. Linden Capital Management IV, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) : 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11): 0 14. Type of Reporting Person (See Instructions) : OO CUSIP No. 87309T101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. Linden Asset Management, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions): 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization: Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11): 0% 14. Type of Reporting Person (See Instructions): CO Item 1. Security and Issuer The class of equity securities to which this Statement on Schedule 13D (this "Statement") relates is the common stock, no par value per share (the "Common Stock"), of TWL Corp. (the "Issuer"), with its principal executive offices located at 4101 International Parkway, Carrollton, TX 75007 Item 2.Identity and Background (a)-(c) and (f) The names of the persons filing this Statement (the "Reporting Persons") are: (1) Linden Growth Partners Master Fund L.P., a Cayman Islands exempted limited partnership ("Master Fund"); (2) Linden Capital Management IV, LLC, a Delaware limited liability company ("General Partner"); (3) Lidnen Asset Management, Inc., a Pennsylvania corporation ("Investment Manager"); and (4) Paul J. Coviello, a United States Citizen ("Mr. Coviello"). The General Partner serves as the general partner of the Master Fund, and the Investment Manager serves as the investment manager of the Master Fund. Mr. Coviello is the controlling member of each of the General Partner and the Investment Manager.The principal business of the Master Fund is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. The principal business of the Investment manager is providing investment management services to the Master Fund, other private investment vehicles and managed accounts. The principal business of the General Partner is serving as the general partner of the Master fund. Mr. Coviello"s principal; occupation is serving as the controlling member of the General Partner, the Investment Manager and cetain affiliated entitites that serve as general partner of private investment vehicles. (d)-(e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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 The purpose of this filing is to show that the Reporting Persons no longer has any ownership of TWL Corp. Item 4.Purpose of Transaction On June 18, 2007, Linden Growth Partners Master Fund, LP a Cayman Islands exempted limited partnership ("LGPMF"), acquired the following securities from the Issuer in a PIPE transaction (Private Placement In Public Entity): (a) Common Stock Subscription Agreement in the original principal amount of $1,000,000 equal to 33,333,333 shares of common stock purchased at $.03 per share. As of September 20, 2007, the Master Fund beneficially owned 16,666,667 shares of Common Stock, representing 17.648% of the total issued and outstanding Common Stock (based on 188,878,008 shares outstanding as of September 20, 2007, as reported on Form 10KSB filed by the issuer on October 12, 2007.On October 3, 2007, the Master Fund aquired the following securities from the Issuer in a PIPE transaction: (a) Common Stock Subscription Agreement in the original principal amount of $350,000 equal to 11,666,667 shares of common stock purchased at $.03 per share. As of November 30, 2007, the Master Fund beneficially owned 45,000,000 shares of Common Stock, representing 21.953% of the total issued and outstanding Common Stock (based on 204,982,174 shares outstanding as of November 27, 2007, as reported to the Reporting Persons by the Issuer). All shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. Except as set forth herein, none of the Reporting Persons has any plans or proposals that related to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. As of December 29th, 2008 the Reporting Persons sold the entire amount of TWL Corp. Item 5. Interest in Securities of the Issuer (a) As of the date of the filing of this Statement with the Commission, the Master fund beneficially owns 0 shares of TWL Corp. (b) The Reporting Persons have sole power to vote or direct the vote of and to dispose or direct the disposition of the 0 shares of Common Stock reported herein. (c) The entire lot was sold on December 29th, 2008. (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included. Item 7. Material to Be Filed as Exhibits 1. Joint Filing Agreement dated January 15, 2009 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: January 15, 2009 By: /s/ Paul J Coviello Paul J. Coviello Linden Capital Management IV, LLC By: /s/ Paul J Coviello Paul J. Coviello, Managing Member Linden Asset Management, Inc. By: /s/ Paul J Coviello Paul J. Coviello, Chief Executive Officer Linden Growth Partners Master Fund, L.P. By: Linden Capital Management IV, LLC, its general partner By: /s/ Paul J Coviello Paul J. Coviello, Managing Member EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D/A with respect to the Common Stock, no par value per share, of TWL Corp dated as of January 15, 2009 is, and any amendments thereto signed by each of the undersignedshall be, filed pursuant to and in accordance with the provisions of Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended. Dated: January 15, 2009 By: /s/ Paul J Coviello Paul J. Coviello Linden Capital Management IV, LLC By: /s/ Paul J Coviello Paul J. Coviello, Managing Member Linden Asset Management, Inc. By: /s/ Paul J Coviello Paul J. Coviello, Chief Executive Officer Linden Growth Partners Master Fund, L.P. By: Linden Capital Management IV, LLC, its general partner By: /s/ Paul J Coviello Paul J. Coviello, Managing Member Page 1 of 9 -----END PRIVACY-ENHANCED MESSAGE-----