-----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, ASlL8YwNlvjNFAcd5UzUCpX/81vSw7bv79E+WezMAbz7Hddpm3rPfJVV8SlWq3eS Kw18OE+GrAKYncni6CA4vA== 0001193125-04-148178.txt : 20040827 0001193125-04-148178.hdr.sgml : 20040827 20040827170651 ACCESSION NUMBER: 0001193125-04-148178 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040827 DATE AS OF CHANGE: 20040827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAWERTH BJORN CENTRAL INDEX KEY: 0001114901 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 434 FAYETTEVILLE STREET MALL SUITE 2120 CITY: RALEIGH STATE: NC ZIP: 27601 MAIL ADDRESS: STREET 1: 434 FAYETTEVILLE STREET MALL SUITE 2120 CITY: RALEIGH STATE: NC ZIP: 27601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMUS INC USA CENTRAL INDEX KEY: 0001104332 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650185306 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59497 FILM NUMBER: 041003093 BUSINESS ADDRESS: STREET 1: 434 FAYETTEVILLE STREET STREET 2: TWO HANOVER SQUARE SUITE 2120 CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 9198075693 MAIL ADDRESS: STREET 1: 434 FAYETTEVILLE STREET STREET 2: TWO HANOVER SQUARE SUITE 2120 CITY: RALEIGH STATE: NC ZIP: 27601 FORMER COMPANY: FORMER CONFORMED NAME: HIGH SPEED NET SOLUTIONS INC DATE OF NAME CHANGE: 20000127 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A SCHEDULE 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

 

Summus, Inc. (USA)


(Name of Issuer)

 

 

Common Stock, $0.001 Par Value


(Title of Class of Securities)

 

 

866366 10 7


(CUSIP Number)

 

 

Kevin A. Prakke, Esq.

Wyrick Robbins Yates & Ponton LLP

4101 Lake Boone Trail, Suite 300

Raleigh, North Carolina 27606

(919) 781-4000


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

 

 

August 16, 2004


(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

*   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 purposes 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. 866366 10 7

  Page 2 of 13 Pages

 

  1  

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Dr. Bjorn Jawerth

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS*

 

            OO

   
  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

   
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

                8,698,961


  8    SHARED VOTING POWER

 

                760,000


  9    SOLE DISPOSITIVE POWER

 

                6,776,774


10    SHARED DISPOSITIVE POWER

 

                760,000

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            9,458,961*

   
12  

CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

   
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            9.97%*

   
14  

TYPE OF REPORTING PERSON*

 

            IN

   

 

* Includes: (a) 1,759,006 shares issuable upon the exercise of outstanding options; (b) 1,647,196 shares and 274,991 shares issuable upon the exercise of warrants, both held by the reporting Person’s ex-wife, with respect to which the Reporting Person has sole voting power (but no dispositive power); and (c) 760,000 shares held by a charitable remainder trust for which the Reporting Person is the sole trustee and lifetime income beneficiary.


CUSIP No. 866366 10 7

  Page 3 of 7 Pages

 

INTRODUCTION

 

This Amendment No. 4 amends and supplements the Schedule 13D filed jointly by Dr. Bjorn Jawerth (the “Reporting Person”) and Summus, Ltd. on August 23, 2000, as amended on September 8, 2000, November 20, 2000 and February 8, 2001, with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Summus, Inc. (USA)(formerly High Speed Net Solutions, Inc. (the “Issuer”)). In 2001, Summus, Ltd. liquidated and distributed all of its holdings, including all of its shares of the Issuer, pro rata to the owners of Summus, Ltd. The Reporting Person, as an owner of Summus, Ltd, received a pro rata distribution of the Issuer’s shares in connection with the liquidation. Following the 2001 distribution, the Reporting Person beneficially held approximately 10,211,633 shares of the Issuer’s Common Stock. The Reporting Person’s recent sales of a portion of those shares are disclosed herein. The Reporting Person is no longer an executive officer or director of the Issuer.

 

Item 1. Security and Issuer

 

This statement on Schedule 13D (Amendment No.4) relates to the Common Stock of Summus, Inc. (USA), a Florida corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 434 Fayetteville Street, Suite 600, Raleigh, NC 27601.

 

Item 2. Identity and Background

 

(a)-(c),(f)

  Reporting Person: The name, business address, present principal employment and citizenship of the Reporting Person are listed below.

 

Name:

  Dr. Bjorn Jawerth

Business Address:

  1228 Langstonshire Lane
    Morrisville, North Carolina 27560

Present Principal Employment:

  consulting/development work
    1228 Langstonshire Lane
    Morrisville, North Carolina 27560

Citizenship:

  United States

 

(d) and (e)

  During the last five (5) years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person 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.


CUSIP No. 866366 10 7

  Page 4 of 7 Pages

 

Item 3. Source and Amount of Funds or Other Consideration

 

Not applicable

 

Item 4. Purpose of Transaction

 

The Reporting Person has not purchased any additional shares of the Issuer’s Common Stock.

 

The Reporting Person confirms that, except for his recent sales of Common Stock as described in Item 5 of this statement and his general desire to continue to pursue opportunities to sell his remaining shares of Common Stock on terms acceptable to him, he does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

 

(a) and (b)

   Set forth in the table below are the number and percentage of shares of the Issuer’s Common Stock beneficially owned, as well as the nature of ownership, for the Reporting Person at the date of this statement.

 

Name


  

No. of Shares

Beneficially

Owned with

Sole Voting

Power Only


    No. of Shares
Beneficially
Owned with
Sole Voting and
Dispositive Power


    No. of Shares
Beneficially
Owned with
Shared Voting and
Dispositive Power


    Aggregate No.
of Shares
Beneficially
Owned


   Percentage
of Shares
Beneficially
Owned(4)


 

Dr. Bjorn Jawerth

   1,922,187 (1)   6,776,774 (2)   760,000 (3)   9,458,961    9.97 %

(1) Consists of 1,647,196 shares and 274,991 shares issuable upon the exercise of warrants, both held by the Reporting Person’s ex-wife, with respect to which the Reporting Person has sole voting power (but no dispositive power).


CUSIP No. 866366 10 7

  Page 5 of 7 Pages

 

(2) Includes 1,759,006 shares of Common Stock issuable upon the exercise of outstanding options
(3) Consists of shares held by a charitable remainder trust for which the Reporting Person is the sole trustee and lifetime beneficiary. The trust is irrevocable, but as the sole trustee, the Reporting Person has the power to make all voting and disposition decisions on behalf of the trust with respect to these shares.
(4) Calculated based on a total of 92,860,405 shares of Common Stock outstanding as reported in the Issuer’s quarterly report for the quarter ended June 30, 2004.

 

  (c) The following is a description of the sales of the Issuer’s Common Stock effected by the Reporting Person in the sixty days prior to filing this Amendment No. 4 to Schedule 13D:

 

Date


  

Nature of Transaction


   Number of Shares

   Price per Share

7/13/04

   open market sale    20,000    $ 0.22

7/14/04

   open market sale    41,200    $ 0.1884

7/30/04

   open market sale    35,000    $ 0.1671

8/02/04

   open market sale    65,000    $ 0.16

8/03/04

   open market sale    50,000    $ 0.16

8/04/04

   open market sale    10,000    $ 0.165

8/05/04

   open market sale    28,800    $ 0.17

8/06/04

   open market sale    20,000    $ 0.17

8/10/04

   open market sale    15,000    $ 0.17

8/11/04

   open market sale    20,000    $ 0.175

8/16/04

   open market sale    40,000    $ 0.16

8/16/04

   private sale    1,000,000    $ 0.17

8/18/04

   private sale    2,000,000    $ 0.17

 

The private transactions effected on August 16 and 18, 2004 were negotiated private sales made to Empire Capital Partners.

 

  (d) None.

 

  (e) Not applicable.


CUSIP No. 866366 10 7

  Page 6 of 7 Pages

 

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

 

None.

 

Item 7. Material to be Filed as Exhibits

 

None


CUSIP No. 866366 10 7

  Page 7 of 7 Pages

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 23, 2004

 

/s/ Bjorn Jawerth


 

(SEAL)

Dr. Bjorn Jawerth

   
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