FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ELANDIA INTERNATIONAL INC. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/21/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
COMMON STOCK | 21,447,932(4) | D(1) | ||||||||
SERIES B CONVERTIBLE PREFERRED STOCK | 03/21/2008 | 03/21/2008 | J(5) | 444,444 | A | $6.75 | 6,370,368(5)(7) | D(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note | $5 | 02/16/2007 | 02/16/2011 | Series A Convertible Preferred Stock | 5,060,000 | 5,060,000(3) | D(1) | ||||||||
Convertible Promissory Note(2) | $5 | 06/25/2007 | 06/25/2011 | Common Stock | 1,000,000 | 1,000,000(3) | D(1) | ||||||||
Warrants to Purchase Common Stock(6) | $0.001 | 11/21/2007 | 11/21/2012 | Common Stock | 1,756,500 | 1,756,500(6) | D(1) | ||||||||
Warrants to Purchase Common Stock | $0.001 | 02/28/2008 | 02/28/2015 | Common Stock | 2,079,000 | 2,079,000(8) | D(1) |
Explanation of Responses: |
1. R. Allen Stanford is the beneficial shareholder of Stanford International Bank, Ltd. ("SIBL"). As a result of such ownership, Mr. Stanford could be deemed to have indirect beneficial ownership of 5,626,508 shares of common stock of the Issuer, along with the 6,060,000 shares of Series A Convertible Preferred Stock upon the conversion of the Convertible Note, the 5,925,924 shares of Series B Convertible Preferred Stock, and 3,835,500 additional shares of common stock if the Warrants are exercised. |
2. Pursuant to a Securities Purchase Agreement dated February 16, 2007 (the "Purchase Agreement"), SIBL purchased a currently exercisable Convertible Promissory Note in the amount of $25,300,000 dated February 16, 2007 and a currently exercisable Convertible Promissory Note in the amount of $5,000,000 dated June 25, 2007 (jointly, the "Notes"). The Notes are convertible, at the option of SIBL, in whole or in part, into shares of Series A Convertible Preferred Stock. The shares of Series A Convertible Preferred Stock are convertible at any time by SIBL into fully paid and nonassessable shares of Common Stock on a one for one basis. |
3. Pursuant to the terms of the Notes, the number of shares of Series A Convertible Preferred Stock into which the Notes may be converted shall be determined by dividing the aggregate principal amount of the Notes plus any accrued and unpaid interest thereon by the applicable conversion price; the calculation of shares, therefore, assumes no interest has accrued as of the date of conversion. |
4. Includes (i) 5,626,508 shares of common stock of the issuer held by SIBL; and (ii) 6,060,000 shares of Series A Convertible Preferred Stock underlying the Notes; and (iii) 5,925,924 shares of Series B Convertible Preferred Stock, and (iv) 3,835,500 shares of common stock subject to currently exercisable Warrants. |
5. Pursuant to a Preferred Stock Purchase Agreement (the "Preferred Stock Purchase Agreement"), dated November 21, 2007, SIBL has purchased an aggregate of 5,185,184 shares of Series B Convertible Preferred Stock of the Issuer. Each share of the Series B Preferred Stock is initially convertible into one share of the Issuer's common stock. |
6. Pursuant to the Preferred Stock Purchase Agreement, SIBL was also granted five-year Warrants to purchase 1,756,500 shares of the Issuer's common stock. The exercise price for the Warrants is $.001 per share of common stock. |
7. Pursuant to the Preferred Stock Purchase Agreement, dated February 20, 2008, as amended by that certain First Amendment to Preferred Stock Purchase Agreement, dated February 28, 2008 (the "Amended Preferred Stock Purchase Agreement"), SIBL has purchased an aggregate of 1,185,184 shares of Series B Convertible Preferred Stock of the Issuer. Each share of the Series B Convertible Preferred Stock is initially convertible into one share of the Issuer's common stock. |
8. Pursuant to the Amended Preferred Stock Purchase Agreement, SIBL was also granted seven-year Warrants to purchase 2,079,000 shares of the Issuer's common stock. The exercise price for the Warrants is $.001 per share of common stock. |
JAMES M. DAVIS, CHIEF FINANCIAL OFFICER | 03/21/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |