CounterPath Corporation
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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22228P 20 3
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(CUSIP Number)
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Paul Chiarelli
Secretary and Treasurer
Wesley Clover International Corporation
390 March Road, Suite 110
Kanata, Ontario, Canada K2K 0G
Telephone: 613.271.5972
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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November 28, 2013
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(Date of Event which Requires Filing of this Statement)
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dr. Terence H. Matthews
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization: Canada
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power 150,625 (1)
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8. Shared Voting Power 8,893,025 (2)(3)
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9. Sole Dispositive Power 150,625
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10. Shared Dispositive Power 8,893,025 (2)(3)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,043,650 (1)(2)(3)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 21.4%(4)
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14. Type of Reporting Person (See Instructions): IN
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(1)
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Includes 18,000 Shares that may be acquired on the exercise of stock options and 132,625 Shares that may be acquired on the conversion of deferred share units held by Dr. Matthews.
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(2)
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Includes 8,366,025 Shares that were previously held indirectly by Dr. Matthews through Wesley Clover Corporation and 260,000 Shares that were previously held indirectly by Dr. Matthews through 3468666 Canada Inc. (“3468666”). Kanata Research Park Corporation (“Kanata”) and Wesley Clover Corporation amalgamated with the resulting company being Kanata. The 260,000 Shares held by 3468666 were assigned and transferred to Kanata upon dissolution of 3468666.
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(3)
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Wesley Clover International Corporation is the sole shareholder of Kanata. Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.
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(4)
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Calculated based on the aggregate of 42,212,722 Shares, which consists of 42,062,097 Shares outstanding as of October 31, 2013, and 132,625 shares that may be acquired on conversion of deferred share units within sixty days and 18,000 stock options exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kanata Research Park Corporation
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization: Canada
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power 0
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8. Shared Voting Power 8,893,025 (1)(2)
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9. Sole Dispositive Power 0
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10. Shared Dispositive Power 8,893,025 (1)(2)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,893,025 (1)(2)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 21.1%(3)
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14. Type of Reporting Person (See Instructions): CO
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(1)
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8,633,025 of these Shares were previously held indirectly by Dr. Matthews through Wesley Clover Corporation and 260,000 of these Shares were previously held indirectly by Dr. Matthews through 3468666. Kanata and Wesley Clover Corporation amalgamated with the resulting company being Kanata. The 260,000 Shares held by 3468666 were assigned and transferred to Kanata upon dissolution of 3468666.
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(2)
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Wesley Clover International Corporation is the sole shareholder of Kanata. Dr. Matthews owns 99.999% of the issued and outstanding voting shares of Wesley Clover International Corporation.
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(3)
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Calculated based on 42,062,097 Shares outstanding as of October 31, 2013.
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(a)
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the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger, reorganization of liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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a sale of transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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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;
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(e)
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any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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any other material change in the Issuer’s business or corporate structure;
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(g)
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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;
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(h)
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causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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any action similar to any of those enumerated above.
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Reporting Person
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Aggregate Number of Shares
Beneficially Owned
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Percentage of Outstanding
Common Shares
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Dr. Matthews
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9,043,650(1)(2)
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21.4%(3)
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Kanata
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8,893,025(2)
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21.1%(4)
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(1)
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Calculated based on the (i) 8,893,025 Shares owned by Kanata, (ii) 18,000 Shares subject to stock options held by Dr. Matthews that are currently exercisable and (iii) 132,625 Shares subject to deferred share units held by Dr. Matthews that are currently convertible.
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(2)
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Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Kanata as described in Item 2, Dr. Matthews may be deemed the beneficial owner of all of the Shares beneficially owned by Kanata.
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(3)
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Calculated based on the aggregate of 42,212,722 Shares, which consists of 42,062,097 Shares outstanding as of October 31, 2013, and 132,625 shares that may be acquired on conversion of deferred share units within sixty days and 18,000 stock options exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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(4)
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Calculated based on 42,062,097 Shares outstanding as of October 31, 2013.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Name/Position
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Business Address
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Principal Occupation
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Citizenship
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Paul Chiarelli
Chief Executive Officer
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390 March Road
Suite 110
Kanata, Ontario
K2K 0G7
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President and Chief Operating Officer (Wesley Clover)
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Canadian
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Martin Vandewouw
President
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555 Legget Drive
Suite 206
Kanata, Ontario
K2K 2X3
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President of Kanata
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Canadian
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Patrick Ferris
Corporate Secretary
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555 Legget Drive
Suite 206
Kanata, Ontario
K2K 2X3
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Corporate Secretary of Kanata
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Canadian
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Dr. Terence H. Matthews
Director
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390 March Road
Suite 110
Kanata, Ontario
K2K 0G7
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Chairman of the Board (Mitel Networks Corporation)
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Canadian
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