-----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, Il/IwEnuAu0fSASQo55tQBGA4jZzKQr2cbjMmLgV0SsdYzkHhXgwBlyz0faG0Yq+ Qs2flIq3hI+7v7SxnGOOBg== 0000950147-03-000812.txt : 20030709 0000950147-03-000812.hdr.sgml : 20030709 20030709163856 ACCESSION NUMBER: 0000950147-03-000812 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMAJAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001252978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 59 GROVE STREET STREET 2: SUITE 1H CITY: NEW CANAAN STATE: CT ZIP: 06840 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDU COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001086139 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 841342898 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79111 FILM NUMBER: 03780368 BUSINESS ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 BUSINESS PHONE: 9732379499 MAIL ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 SC 13G 1 e-10176.txt SCHEDULE 13G OF AMAJAC CAPITAL MANAGEMENT, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 MDU COMMUNICATIONS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 582828109 (CUSIP Number) JUNE 30, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] 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 NO. 582828109 PAGE 2 OF 10 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Amajac Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ---------------------------------------------------------------------------- 5. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------------- SHARES 6. SHARED VOTING POWER BENEFICIALLY 2,353,000 shares OWNED BY ------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,353,000 shares ---------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,353,000 shares ---------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] ---------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.01% ---------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IA ---------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 582828109 PAGE 3 OF 10 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Jeffrey W. Priest S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States ---------------------------------------------------------------------------- 5. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------------- SHARES 6. SHARED VOTING POWER BENEFICIALLY 2,353,000 shares OWNED BY ------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH ------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,353,000 shares ---------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,353,000 shares ---------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] ---------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.01% ---------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN ---------------------------------------------------------------------------- ITEM 1(a). NAME OF ISSUER: MDU Communications International, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 60-D Commerce Way Totowa, New Jersey 07512 ITEM 2(a). NAME OF PERSON FILING: This Schedule is being jointly filed by: (i) Amajac Capital Management, LLC, a Delaware limited liability company, with respect to the shares held by each of Blackmore Partners LP, Blackmore Wallace Partners LP, and Blackmore Offshore Fund, Ltd. (Please see Exhibit A attached hereto for a description of the relationship among the foregoing parties). (ii) Jeffrey W. Priest, the Managing Member of Amajac Capital Management, LLC, with respect to the shares held by each of Blackmore Partners LP, Blackmore Wallace Partners LP, and Blackmore Offshore Fund, Ltd. (Please see Exhibit A attached hereto for a description of the relationship among the foregoing parties). ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 59 Grove Street Suite 1H New Canaan, CT 06840 ITEM 2(c). CITIZENSHIP: (i) Amajac Capital Management LLC is a Delaware limited liability company. (ii) Mr. Priest is a United States citizen. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share ITEM 2(e). CUSIP NUMBER: 582828109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or Dealer registered under section 15 of the Act, (b) [ ] Bank as defined in section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E), (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F), (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G), (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, (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, (j) [ ] A group, in accordance with ss.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. AMAJAC CAPITAL MANAGEMENT, LLC: (a) Amount beneficially owned: 2,353,000 shares (b) Percent of class: 9.01% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: None (ii) Shared power to vote or to direct the vote: 2,353,000 shares (iii) Sole power to dispose or to direct the disposition of: None (iv) Shared power to dispose or to direct the disposition of: 2,353,000 shares JEFFREY W. PRIEST: (a) Amount beneficially owned: 2,353,000 shares (b) Percent of class: 9.01% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: None (ii) Shared power to vote or to direct the vote: 2,353,000 shares (iii) Sole power to dispose or to direct the disposition of: None (iv) Shared power to dispose or to direct the disposition of: 2,353,000 shares 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. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Please see Exhibit A attached hereto. 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 I (we) certify that, to the best of my (our) 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. SIGNATURE After reasonable inquiry and to the best of my (our) knowledge and belief, I (we) certify that the information set forth in this statement is true, complete and correct. Dated: July 9, 2003 AMAJAC CAPITAL MANAGEMENT, LLC /s/ Jeffrey W. Priest ---------------------------------------- By: Jeffrey W. Priest Title: Managing Member /s/ Jeffrey W. Priest ---------------------------------------- JEFFREY W. PRIEST, an individual EXHIBIT INDEX The following exhibits are filed with the report on Schedule 13G: Exhibit A: Identification of entities which acquired the securities of MDU Communications International, Inc. Exhibit B: Joint Filing Agreement dated July 9, 2003 between Amajac Capital Management, LLC and Jeffrey W. Priest. EXHIBIT A IDENTIFICATION OF ENTITIES WHICH ACQUIRED THE SECURITIES OF MDU COMMUNICATIONS INTERNATIONAL, INC. 1. Blackmore Partners LP, a private investment partnership formed under the laws of the State of Delaware. Amajac Capital Management, LLC is the General Partner of Blackmore Partners LP. Mr. Jeffrey W. Priest is the Managing Member of Amajac Capital Management, LLC. 2. Blackmore Wallace Partners LP, a private investment partnership formed under the laws of the State of Delaware. Amajac Capital Management, LLC is the General Partner of Blackmore Wallace Partners LP. Mr. Jeffrey W. Priest is the Managing Member of Amajac Capital Management, LLC. 3. Blackmore Offshore Fund, Ltd., a private investment company formed under the laws of the British Virgin Islands as an international business company. Amajac Capital Management, LLC is the investment adviser of Blackmore Offshore Fund, Ltd. Mr. Jeffrey W. Priest is the Managing Member of Amajac Capital Management, LLC. EXHIBIT B JOINT FILING AGREEMENT Amajac Capital Management, LLC, a Delaware limited liability company, and Jeffrey W. Priest, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto. Dated: July 9, 2003 AMAJAC CAPITAL MANAGEMENT, LLC /s/ Jeffrey W. Priest ---------------------------------------- By: Jeffrey W. Priest Title: Managing Member /s/ Jeffrey W. Priest ---------------------------------------- JEFFREY W. PRIEST, an individual -----END PRIVACY-ENHANCED MESSAGE-----