-----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, QJ7L9823fvl6tFZJdCeiMVfg9vFVFHn8k68O1OpoGT2G36CUxNbI7Z1VdIZZSMnm TtElTYTHeS4pFgb3USwqig== 0000950144-07-009222.txt : 20071012 0000950144-07-009222.hdr.sgml : 20071012 20071011181108 ACCESSION NUMBER: 0000950144-07-009222 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071011 GROUP MEMBERS: JOHN TSIALAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDGATE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001030058 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232866697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56181 FILM NUMBER: 071168074 BUSINESS ADDRESS: STREET 1: 3190 TREMONT AVENUE CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153545437 MAIL ADDRESS: STREET 1: 3190 TREMONT AVENUE CITY: TREVOSE STATE: PA ZIP: 19053 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tomasello Antonio CENTRAL INDEX KEY: 0001371710 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 011-58-412-2695801 MAIL ADDRESS: STREET 1: AVENIDA CRISTOBAL COLON STREET 2: RESIDENCIAS VISTA AZUL PENTHOUSE A CITY: CUMANA - ESTADO SUCRE STATE: X5 ZIP: 6101 SC 13D/A 1 g09904a7sc13dza.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 to Schedule 13D
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

WorldGate Communications, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
98156L307
(CUSIP Number)
Leonard H. Bloom
Akerman Senterfitt
1 S.E. 3rd Avenue, 25th Floor
Miami, FL 33131
(305) 374-5600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 24, 2007
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).

 
 


 

                     
CUSIP No.
 
98156L307 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS

Antonio Tomasello
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Italy
       
  7   SOLE VOTING POWER
     
NUMBER OF   8,689,587(1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   8,689,587(1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,871,542(1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.97%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Includes warrants to purchase 2,564,102 shares of Common Stock.


 

                     
CUSIP No.
 
98156L307 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS

John Tsialas
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   181,955
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   181,955
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,307,440(2)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  12.68%(2)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(2) Does not include warrants to purchase 2,564,102 shares of Common Stock owned by Tomasello Reporting Person.


 

                     
CUSIP No.
 
98156L307 
  Page  
  of   
This Amendment No. 7 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on July 28, 2006, as amended by Amendment No. 1 to such Schedule 13D filed on August 15, 2006, as further amended by Amendment No. 2 to such Schedule 13D filed on October 3, 2006, as further amended by Amendment No. 3 to such Schedule 13D filed on October 16, 2006, as further amended by Amendment No. 4 to such Schedule 13D filed on November 13, 2006, as further amended by Amendment No. 5 to such Schedule 13 D filed on March 14, 2007, and as further amended by Amendment No. 6 to such Schedule 13D filed on June 1, 2007. This statement is filed on behalf of both the Tomasello Reporting Person and the Tsialas Reporting Person (each as defined below, and collectively, the “Reporting Persons”). Items 1, 2 3, 4, 6, and 7 remain unchanged. Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)   As of the date of this Amendment, the Tomasello Reporting Person beneficially owns 8,871,542 shares of Common Stock, of which 2,564,102 are warrants to purchase shares of Common Stock. In the aggregate, this represents approximately 16.97% of the shares of the Company’s Common Stock, calculated in accordance with Rule 13d-3 promulgated under the Securities Act of 1934, as amended. As of the date of this Amendment, the Tsialas Reporting Person beneficially owns 6,307,440 shares of Common Stock, which does not include the warrants to purchase 2,564,102 shares of Common Stock owned by Tomasello Reporting Person. In the aggregate, this represents approximately 12.68% of the shares of the Company’s Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Act of 1934, as amended.
(b)   The Tomasello Reporting Person has the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of 8,689,587 shares of the Company’s Common Stock, of which 2,564,102 are warrants to purchase shares of Common Stock. The Tsialas Reporting Person has the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of 181,955 shares of the Company’s Common Stock.
(c)   The Tomasello Reporting Person effected the transaction listed below in shares of the Company’s Common Stock during the last 60 days. This transaction was a private placement between Tomasello Reporting Person and the Company.
                     
Trade Date   Number of Shares of Common Stock   Type of Trade   Price Per Share Paid
9/24/07
    2,564,102     buy     0.39  
                         
Grant Date   Number of Warrants   Date Exercisable   Expiration Date   Exercise Price
9/24/07
    2,564,102     9/24/2007   9/23/2012     0.485  


 

                     
CUSIP No.
 
98156L307 
  Page  
  of   
SIGNATURES
     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.
Date: October 11, 2007
         
     
  /s/ Antonio Tomasello    
  Antonio Tomasello    
     
 
         
     
  /s/ John Tsialas    
  John Tsialas   
     
 
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 of 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).

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