-----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, E4w/9NL3fra8VqHwUYzgosqlL2N0BQklMoVmcMleVdyEmwGPj+csvjvToshrzqLM pD9t9zT/zvqR2ABEUlydWQ== 0001193125-06-228199.txt : 20061108 0001193125-06-228199.hdr.sgml : 20061108 20061108145915 ACCESSION NUMBER: 0001193125-06-228199 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061108 DATE AS OF CHANGE: 20061108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YAK COMMUNICATIONS INC CENTRAL INDEX KEY: 0001084544 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 980203422 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79472 FILM NUMBER: 061197062 BUSINESS ADDRESS: STREET 1: 300 CONSILIUM PLACE STREET 2: SUITE 500 CITY: TORONTO ONTARIO STATE: A6 ZIP: M1H 3G2 BUSINESS PHONE: (647) 722-2752 MAIL ADDRESS: STREET 1: 300 CONSILIUM PLACE STREET 2: SUITE 500 CITY: TORONTO ONTARIO STATE: A6 ZIP: M1H 3G2 FORMER COMPANY: FORMER CONFORMED NAME: YAK COMMUNICATIONS USA INC DATE OF NAME CHANGE: 19990913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZWEBNER CHARLES CENTRAL INDEX KEY: 0001241674 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 121 WESTGATE BLVD. CITY: TORONTO STATE: A1 ZIP: 00000 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 Schedule 13D Amendment No. 3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 3)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

YAK COMMUNICATIONS INC.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

984208 20 7

(CUSIP Number)

 

Dennis J. Olle

Adorno & Yoss, P.A.

2525 Ponce De Leon Boulevard, Suite 400

Coral Gables, Florida 33134

(305) 460-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 6, 2006

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note:  Schedules filed in paper format shall include signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

SCHEDULE 13D

 

CUSIP No. 984208 20 7       Page 2 of 5

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    
                Charles Zwebner    
  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)  
                OO    
  5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION -  
                Canada    
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 (See Instructions)   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                0%    
14   TYPE OF REPORTING PERSON (See Instructions)  
                IN    

CUSIP No. 984208 20 7   Page 3 of 5

Item 1. Security and Issuer

The class of equity securities to which this statement on Schedule 13D relates is the common stock (the “Common Stock”) no par value, of Yak Communications Inc., a Florida corporation (the “Issuer”). The beneficial ownership of Charles Zwebner in this Schedule 13D is based upon 12,965,250 shares of Common Stock issued and outstanding as of September 19, 2006. The principal executive offices of the Issuer are located at 300 Consilium Place, Suite 500, Toronto, Ontario M1H 3G2.

Item 2. Identity Background

(a) This Schedule 13D is being filed on behalf of Charles Zwebner (the “Reporting Person”).

(b) The business address of the Reporting Person is 300 Consilium Place, Suite 500, Toronto, Ontario M1H 3G2.

(c) The Reporting Person is the Chairman and Chief Executive Officer of the Issuer.

(d) The Reporting Person has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f) The Reporting Person is a citizen of Canada.

Item 3. Source and Amount of Funds or other Consideration

Not applicable.

Item 4. Purpose of Transaction

On October 3, 2006, Yakquisition Corp., a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary of Globalive Communications Corp., a Nova Scotia unlimited liability company (“Globalive”), made a tender offer to purchase all of the issued and outstanding shares of Common Stock (the “Shares”) of Yak Communications Inc. (the “”Company”), at a purchase price of $5.25 per share, net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and conditions set forth in the Offer to Purchase, dated October 3, 2006 (the “Offer”). The Offer is made pursuant to the Agreement and Plan of Merger, dated as of September 20, 2006, as amended, by the Purchaser, Globalive and the Company. Mr. Zwebner tendered all of his shares to the Purchaser.

CUSIP No. 984208 20 7   Page 4 of 5

Item 5. Interest in Securities of the Issuer

(a) The Reporting Person is the beneficial owner of 0 shares of Common Stock, which represents 0% of the issued and outstanding shares of Common Stock.

(b) The Reporting Person has sole voting and dispositive power with respect to these shares.

(c) Except with respect to the transactions reported herein, the Reporting Person has not effected any transactions in the Common Stock in the past 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.

(e) On November 6, 2006, Mr. Zwebner ceased to be the beneficial owner of more than five percent of the class of securities.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Not applicable.

Item 7. Material to be Filed as Exhibits

Not applicable.

CUSIP No. 984208 20 7   Page 5 of 5

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.

 

Dated: November 8, 2006   By:  

/s/ Charles Zwebner

    Charles Zwebner
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