-----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, V9+aS7Fw9pO6pKpDDpXWlHg841aiZB29MYeGYqvy0isT8T53WctcDcR5uEgwAK8t 16tNI1IptGSloU6y9woyeA== 0001125282-06-001085.txt : 20060216 0001125282-06-001085.hdr.sgml : 20060216 20060216144750 ACCESSION NUMBER: 0001125282-06-001085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Q COMM INTERNATIONAL INC CENTRAL INDEX KEY: 0001102901 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 884058493 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58803 FILM NUMBER: 06624863 BUSINESS ADDRESS: STREET 1: 1145 SOUTH 1680 WEST CITY: OREM STATE: UT ZIP: 84058 BUSINESS PHONE: 8012264222 MAIL ADDRESS: STREET 1: 1145 SOUTH 1680 WEST CITY: OREM STATE: UT ZIP: 84058 FORMER COMPANY: FORMER CONFORMED NAME: AZORE ACQUISITION CORP DATE OF NAME CHANGE: 20000110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PIKE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001220289 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 VIEW ST CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-1129 SC 13D/A 1 b411789_sc13da.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 4) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Q COMM INTERNATIONAL, INC. -------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 74727M306 --------- (CUSIP Number) Peter J. Gennuso, Esq. c/o Gersten Savage LLP 600 Lexington Avenue, 9th Floor, New York, NY 10022 (212) 752-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 16, 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(b)(3) or (4), check the following box ". Check the following box if a fee is being paid with the statement ". (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). SCHEDULE 13D - -------------------------- ---------------------- CUSIP No. 74727M306 - -------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PIKE CAPITAL PARTNERS LP TAX ID #: 16-1619246 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States, Incorporated in Delaware - -------------------------------------------------------------------------------- Number of 7 SOLE VOTING POWER Shares Owned By Each None Reporting -------------------------------------------------------- Person 8 SHARED VOTING POWER With 2,634,634 shares beneficially owned in the aggregate -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,634,634 shares beneficially owned in the aggregate - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,634,634 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.10% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 2 SCHEDULE 13D - -------------------------- ---------------------- CUSIP No. 74727M306 - -------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PIKE CAPITAL PARTNERS (QP), LP TAX ID #: 20-3549760 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States, Incorporated in Delaware - -------------------------------------------------------------------------------- Number of 7 SOLE VOTING POWER Shares Owned By Each None Reporting -------------------------------------------------------- Person 8 SHARED VOTING POWER With 2,634,634 shares beneficially owned in the aggregate -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,634,634 shares beneficially owned in the aggregate - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,634,634 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.10% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 3 Item 1. Security and Issuer. This Amendment to statement on Schedule 13D (the "Statement") relates to the common stock, $.001 par value per share, of Q COMM INTERNATIONAL INC., a Utah corporation, with its principal executive offices at 510 East Technology Avenue, Building C, Orem, Utah 84097. Item 2. Identity and Background. This Statement is being jointly filed by Pike Capital Partners, L.P. ("Pike") and Pike Capital Partners (QP), LP ("Pike QP"), both of which are Delaware Limited Partnerships with business addresses of 275 Madison Avenue, Suite 418, New York, NY 10016. During the last five years Pike and Pike QP have not (i) been convicted in a criminal proceeding or (ii) 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. Pike and Pike QP are United States Partnerships, organized under the laws of the State of Delaware. On October 25, 2004, Pike filed a Schedule 13D to report its ownership of 973,700 shares of Q Comm International Common Stock, representing 20.63% of the issued and outstanding shares. On December 27, 2004, Pike filed a Schedule 13G to report its ownership of 1,303,800 shares of Q Comm International Common Stock, representing 26.83% of the issued and outstanding shares. On May 31, 2005, Pike filed an Amendment No. 1 to Schedule 13D to report an increase in its ownership of Q Comm International Common Stock to 1,531,300 shares, representing 27.90% of the issued and outstanding shares and to report that Daniel W. Pike, the managing member of Pike Capital Management, LLC, the general partner of Pike and Pike QP, has an active and constructive dialogue with Q Comm International's management and its Chairman. On December 27, 2005, Pike filed Amendment No. 2 to Schedule 13D to report the increase in Pike's ownership of Q Comm International to 2,634,634 shares, representing 38.10% of the issued and outstanding shares. On December 29, 2005 Pike filed Amendment No. 3 to Schedule 13D to report revisions to Item 5 contained herein to reflect Pike's participation in a private placement conducted by Q Comm International. This Amendment No. 4 to Schedule 13D is being filed solely to report the addition of Pike QP as a reporting person and that Pike and Pike QP constitute a group within the meaning of Rule 13d-15(b) of the Securities Exchange Act of 1934, as amended. There have been no changes in Pike and Pike QP's ownership of the shares of Q Comm International. Item 3. Source and Amount of Funds or Other Consideration. All purchases of common stock of Q COMM INTERNATIONAL, INC. were made using working capital. As of the Date of Event which required the filing of this Statement, Pike and Pike QP used approximately $10,790,549.37 of their working capital to purchase 2,634,634 shares of common stock of Q COMM INTERNATIONAL, INC. No other funds or other consideration were used in making such purchases. 4 Item 4. Purpose of Transaction. All Q COMM INTERNATIONAL, INC. securities owned by Pike and Pike QP have been acquired by the Partnerships for investment purposes only. Item 5. Interest in Securities of the Issuer. As of the Date of the Event which required the filing of this Statement, February 16, 2006, Pike and Pike QP own 2,634,634 shares of Q COMM INTERNATIONAL, INC. common stock. The Q COMM INTERNATIONAL, INC. securities owned by Pike and Pike QP as of February 16, 2006 represent approximately 38.10% of the issued and outstanding shares of Q COMM INTERNATIONAL, INC. common stock. As of February 16, 2006, Pike and Pike QP have shared power to vote and dispose of each of the 2,634,634 shares of Q COMM INTERNATIONAL, INC. common stock beneficially owned by them. In the sixty days prior to February 16, 2006, the Date of the event requiring the filing of this Statement, Pike participated in a private placement of Q COMM INTERNATIONAL, INC. common stock on December 20, 2005 (the "Private Placement"). The Private Placement consisted of 1,000,000 newly issued shares of common stock at $3.00 per share. Pike purchased 833,334 shares of common stock offered in the Private Placement for an aggregate purchase price of $2,500,002. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. NONE Item 7. Material to be Filed as Exhibits. NONE. 5 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this 16th day of February, 2006 PIKE CAPITAL PARTNERS (QP), LP By: Pike Capital Management LLC, its General Partner By: /s/ Daniel W. Pike ------------------ Daniel W. Pike, Managing Member PIKE CAPITAL PARTNERS, LP By: Pike Capital Management LLC, its Gneral Partner By: /s/ Daniel W. Pike ---------------------- Daniel W. Pike, Managing Member 6 EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13D/A: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13D/A Exhibit B Joint Filing Agreement dated February 16, 2006 among Pike Capital Partners (QP), LP and Pike Capital Partners, LP. 7 Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13D/A. (1) Pike Capital Partners (QP), LP, a private investment partnership formed under the laws of State of Delaware. Pike Capital Management LLC is the General Partner of Pike Capital Partners (QP), LP. Mr. Daniel W. Pike is the Managing Member of Pike Capital Management LLC. (2) Pike Capital Partners, LP, a private investment partnership formed under the laws of State of Delaware. Pike Capital Management LLC is the General Partner of Pike Capital Partners, LP. Mr. Daniel W. Pike is the Managing Member of Pike Capital Management LLC. 8 JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13D/A being filed by Pike Capital Partners (QP), LP and Pike Capital Partners, LP in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13D/A to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13D/A and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated this 16th day of February, 2006 PIKE CAPITAL PARTNERS (QP), LP By: Pike Capital Management LLC, its Gneral Partner By: /s/ Daniel W. Pike ------------------ Daniel W. Pike, Managing Member PIKE CAPITAL PARTNERS, LP By: Pike Capital Management LLC, its General Partner By: /s/ Daniel W. Pike ---------------------- Daniel W. Pike, Managing Member 9 -----END PRIVACY-ENHANCED MESSAGE-----