-----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, U+GFbesinMmLYvpAdy+xyjqiq6dN6OKo827fqZC9Kk3H0Igb8FflEhC91SHpAyuV nwkj2Pf4C/wtylHtIX4crQ== /in/edgar/work/20000706/0000906344-00-000054/0000906344-00-000054.txt : 20000920 0000906344-00-000054.hdr.sgml : 20000920 ACCESSION NUMBER: 0000906344-00-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: V3 SEMICONDUCTOR INC CENTRAL INDEX KEY: 0001063199 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58315 FILM NUMBER: 667985 BUSINESS ADDRESS: STREET 1: 250 CONSUMERS RD STREET 2: SUITE 901 CITY: NORTH YORKONTARIO CA STATE: A6 BUSINESS PHONE: 4164978884 MAIL ADDRESS: STREET 1: 250 CONSUMERS ROAD STREET 2: SUITE 901, NORTH YORK ONTARIO CITY: CANADA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISLAND CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001115938 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 943333395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127511011 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 0001.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) V3 SEMICONDUCTOR INC. (Name of Issuer) Common Stock (Title of Class of Securities) 918392101 (CUSIP Number) November 1, 1999 (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 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 918392101 SCHEDULE 13G Page 2 of 8 1 Name of Reporting Person Island Capital Management, LLC IRS Identification No. of Above Person 94-3333395 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware, USA NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 412,315 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 412,315 9 Aggregate Amount Beneficially Owned by Each Reporting Person 412,315 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 6.9% 12 Type of Reporting Person OO CUSIP 918392101 SCHEDULE 13G Page 3 of 8 1 Name of Reporting Person Richard O'Connell IRS Identification No. of Above Person N/A 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization USA NUMBER OF 5 Sole Voting Power 18,000 SHARES BENEFICIALLY 6 Shared Voting Power 430,315 OWNED BY EACH REPORTING 7 Sole Dispositive Power 18,000 PERSON WITH 8 Shared Dispositive Power 430,315 9 Aggregate Amount Beneficially Owned by Each Reporting Person 430,315 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.2% 12 Type of Reporting Person IN CUSIP 918392101 SCHEDULE 13G Page 4 of 8 Item 1(a). Name of Issuer. V3 Semiconductor, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 250 Consumers Road, Suite 901 North York Ontario, M2J4V6, Canada Item 2(a). Names of Persons Filing. Island Capital Management, LLC Item 2(b). Address of Principal Business Office or, if none, Residence. 950 Third Avenue, 16th Floor New York, NY 10022 Item 2(c). Citizenship. United States. Item 2(d). Title of Class of Securities. Common Stock Item 2(e). CUSIP Number. 918392101 Item 3. Type of Reporting Person. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a -8); (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); CUSIP 918392101 SCHEDULE 13G Page 5 of 8 (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d- 1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d- 1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240.13d-1(c), check this box. [x] Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of page two (2) of this Schedule 13G, which Items are incorporated by reference herein. This amendment does not report a change in beneficial ownership, but is being filed solely to reflect a 2- for-3 reverse stock split not accounted for in the previous filing. Because Richard O'Connell owns a 29% interest in Island Capital Management, LLC, is a managing member of that company and is the portfolio manager for the accounts that hold the securities to which this Schedule relates, it is possible that he may be deemed a beneficial owner of the Company's shares held by Island Capital Management, LLC by virtue of the definition of "beneficial owners" in Rule 13d-3 under the Securities Exchange Act of 1934. The filing of this Schedule shall not be construed as an admission by Mr. O'Connell, that he is a beneficial owner of any securities of the Company or an admission by either of the filing persons that they are members of a group. It is possible that other individual directors, executive officers, members, and/or managers of Island Capital Management, LLC might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule CUSIP 918392101 SCHEDULE 13G Page 6 of 8 relates, and such beneficial ownership is expressly disclaimed. 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. Island Capital Management, LLC is deemed to be the beneficial owner of the number of securities reflected in Items 5- 9 and 11 of page two (2) of this Schedule 13G pursuant to separate arrangements whereby Island Capital Management, LLC acts as investment adviser to certain persons. Each person for whom Island Capital Management, LLC acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to such arrangements. 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. By signing below, the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 918392101 SCHEDULE 13G Page 7 of 8 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: June 20, 2000 ISLAND CAPITAL MANAGEMENT, LLC /s/ Richard O'Connell By: /s/ Richard O'Connell __________________________ _________________________ Richard O'Connell Name: Richard O'Connell Title: Manager Member CUSIP 918392101 SCHEDULE 13G Page 8 of 8 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: June 20, 2000 ISLAND CAPITAL MANAGEMENT, LLC /s/ Richard O'Connell By: /s/ Richard O'Connell __________________________ _________________________ Richard O'Connell Name: Richard O'Connell Title: Manager Member -----END PRIVACY-ENHANCED MESSAGE-----