-----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, VZqc1HWUViJI42dzFror4oZ5HoPNZkVVujp9cZaGwJoIqSXYZG55t2Efhve217Dn QAkae4ICDXJWItLNbReY5A== 0001144204-06-025031.txt : 20060616 0001144204-06-025031.hdr.sgml : 20060616 20060615183146 ACCESSION NUMBER: 0001144204-06-025031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060616 DATE AS OF CHANGE: 20060615 GROUP MEMBERS: MILTON C. AULT, III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPEX, INC CENTRAL INDEX KEY: 0001258383 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 412052984 STATE OF INCORPORATION: NV FISCAL YEAR END: 0324 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80642 FILM NUMBER: 06908322 BUSINESS ADDRESS: STREET 1: 7825 FAY, STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 456-3539 MAIL ADDRESS: STREET 1: 7825 FAY, STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: TAMARACK VENTURES INC DATE OF NAME CHANGE: 20030805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ault Glazer Bodnar Investment Management, LLC CENTRAL INDEX KEY: 0001212504 IRS NUMBER: 954696208 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3107521442 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: AULT GLAZER BODNAR & CO INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20060316 FORMER COMPANY: FORMER CONFORMED NAME: AULT GLAZER & CO INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20040519 FORMER COMPANY: FORMER CONFORMED NAME: GLAZER AULT & CO INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20021231 SC 13D 1 v045591_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Ipex Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class Securities) 44982 T 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) Milton "Todd" Ault, III Ault Glazer Bodnar Investment Management, LLC 1800 Century Park East, Suite 200, Los Angeles, CA 90067 (310) 895-7778 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 12, 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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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 the disclosure 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). Page 1 of 8 pages CUSIP No. 44982 T 10 6 SCHEDULE 13D 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ault Glazer Bodnar Investment Management LLC 95-4696208 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power 1,102,355 Owned by Each ------------------------------------------------------------ Reporting Person 9. Sole Dispositive Power 0 With: ------------------------------------------------------------ 10. Shared Dispositive Power 1,102,355 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,102,355 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Approximately 7.4% (based upon 14,944,721 shares outstanding as of April 21, 2006, as disclosed in Ipex Inc.'s quarterly report to shareholders on Form 10QSB, as filed with the SEC on June 9, 2006) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IA/HC - -------------------------------------------------------------------------------- Page 2 of 8 pages CUSIP No. 44982 T 10 6 SCHEDULE 13D 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Milton C. Ault, III - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power 1,102,355 Owned by Each ------------------------------------------------------------ Reporting Person 9. Sole Dispositive Power 0 With: ------------------------------------------------------------ 10. Shared Dispositive Power 1,102,355 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,102,355 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Approximately 7.4% (based upon 14,944,721 shares outstanding as of April 21, 2006, as disclosed in Ipex Inc.'s quarterly report to shareholders on Form 10QSB, as filed with the SEC on June 9, 2006). - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 3 of 8 pages Ault Glazer Bodnar Investment Management LLC, a Delaware limited liability company ("Adviser") and Milton C. Ault, III ("Ault"), pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), hereby file this Schedule 13D (the "Statement") with the Securities and Exchange Commission (the "SEC"). The Adviser and Ault are collectively referred to herein as the "Reporting Persons". Item 1. Security and Issuer This Statement relates to the Common Stock, $0.001 par value (the "Common Stock"), issued by Ipex, Inc. ("Ipex"), a Nevada corporation. The principal executive offices of Ipex are located at 7825 Fay, Suite 200, La Jolla, CA 92037. Item 2. Identity and Background The Reporting Persons are as follows: Name: Ault Glazer Bodnar Investment Management LLC Place of Organization: Delaware Principal Business: Investment Adviser Address: 1800 Century Park East, Suite 200, Los Angeles, CA 90067 Criminal Proceedings: None Applicable Civil, Judicial or Administrative Proceedings: None Name: Milton C. Ault, III Address: 1800 Century Park East, Suite 200, Los Angeles, CA 90067 Criminal Proceedings: None Applicable Civil, Judicial or Administrative Proceedings: None Citizenship: United States Pursuant to Rule 13d-3 of the 1934 Act, the Adviser may be deemed to beneficial own approximately 1,102,355 shares of Ipex Common Stock held by certain individually managed accounts and private investment funds (the "Advisory Clients") over which Adviser holds discretionary voting and investment authority. Adviser disclaims beneficial ownership of all shares of Ipex Common Stock held on behalf of such Advisory Clients. Ault is the Chief Investment Officer of the Adviser and a director of Ipex. As a result, pursuant to Rule 13d-3 of the 1934 Act, Ault may be deemed to beneficially own the shares of Ipex Common Stock beneficially owned by the Adviser as a result of the executive positions he holds with such entity. Mr. Ault disclaims beneficial ownership over all shares of Ipex Common Stock imputed to him by virtue of his respective positions with the Adviser. Ault does not own any shares in Ipex personally. Based upon Ault's position with the Adviser, and pursuant to Rule 13d-5(b) of the 1934 Act, each of the Adviser and Ault may be deemed to be acting as a group for the purpose of acquiring, holding, voting or disposing of shares of Ipex Common Stock. As a result, each Reporting Person may individually be deemed to beneficially own the aggregate number of shares of Ipex Common Stock collectively held by all of the Reporting Persons. Each of Ault and the Adviser disclaim beneficial ownership of all shares of Ipex Common Stock imputed to them by virtue of their designation as members of a group under Rule 13d-5(b) of the 1934 Act. Item 3. Source and amount of Funds or other Consideration The aggregate amount of funds used by Adviser to purchase shares of Ipex Common Stock was approximately $1,929,121.25. Such amount was derived from Advisory Clients. Page 4 of 8 pages Item 4. Purpose of Transaction On November 11, 2005, Ipex filed its quarterly report on Form 10QSB with the SEC (the "November 10QSB"), in which it disclosed that the total outstanding shares of Common Stock as of October 19, 2005 was 28,195,566. As of that date, the Reporting Persons beneficially owned approximately 3.9% of the Common Stock of Ipex. On May 11, 2006, Ipex filed its annual report on Form 10KSB with the SEC (the "May 10KSB"), in which it disclosed that the total outstanding shares of Common Stock as of April 21, 2006 was 14,944,721. Based on the May 10KSB, as a result of the decrease in total outstanding shares of Common Stock of Ipex, the Reporting Persons may be deemed to beneficially own approximately 7.4%. The Reporting Persons are filing this Schedule 13D to reflect the increase in the Reporting Persons' relative beneficial ownership of the Issuers' outstanding shares of Common Stock above five percent, resulting from the reduction in the Issuers total outstanding shares, as required by Rule 13d-1(a) of the 1934 Act. Subject to availability at prices deemed favorable, the Reporting Persons may acquire additional shares of Common Stock of Ipex from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also dispose of shares of Common Stock of Ipex from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Person or persons affiliated therewith may also enter into transactions directly with Ipex with respect to the acquisition or disposition of shares, or otherwise. Except as set forth above, the Reporting Persons have no present plans or intentions that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to Ipex and the Common Stock, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Item 5. Interest in Securities of the Issuer (a) Pursuant to Rule 13d-5(b) of the 1934 Act, each Reporting Person may be deemed as an individual to beneficially own the aggregate number of shares held by the Reporting Persons as a group. As a result, each Reporting Person may be deemed to beneficially own, as of the date hereof, approximately 1,102,355 shares of Ipex Common Stock, representing approximately 7.4% of Ipex's total number of outstanding shares. The percentage of Common Stock owned, as reported in this Statement, was calculated based upon the total number of outstanding shares of Common Stock as of April 21, 2006 (14,944,721) as disclosed by Ipex in its quarterly report to shareholders on Form 10QSB, as filed with the SEC on June 9, 2006, which represents the most recent available public filing containing such information. (b) The respective responses of each Reporting Person to Items 7 through 11 set forth on the cover page of this Statement, which relate to beneficial ownership of shares of the Ipex Common Stock, are incorporated herein by reference. (c) Below is a list of each transaction in shares of Ipex Common Stock that involved a Reporting Person during the previous sixty days.
- ------------------------------------------------------------------------------------------------------------------------------- Transaction Amount Bought Transaction Broker Name Transaction Date Company Type or Sold Price - ------------------------------------------------------------------------------------------------------------------------------- Ault Glazer Bodnar Investment Management, LLC 03/23/2006 Ipex Inc. Buy 7,000 $0.7000 BEST Ault Glazer Bodnar Investment Management, LLC 03/30/2006 Ipex Inc. Buy 5,000 $0.8100 BEST Ault Glazer Bodnar Investment Management, LLC 04/04/2006 Ipex Inc. Buy 5,000 $0.8800 BEST Ault Glazer Bodnar Investment Management, LLC 04/05/2006 Ipex Inc. Buy 2,000 $0.8800 BEST Ault Glazer Bodnar Investment Management, LLC 05/12/2006 Ipex Inc. Buy 5,000 $0.5200 BEST
Page 5 of 8 pages (d) Not Applicable. (e) Not Applicable. tem 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as otherwise set forth in this Statement, the Reporting Persons have no contracts, arrangements, understandings or relationships with respect to the securities of Ipex. Item 7. Material to Be Filed as Exhibits Exhibit A: Joint Filing Agreement Pursuant to Rule 13d-1 Page 6 of 8 pages SIGNATURE 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. Date: June 15, 2006 Ault Glazer Bodnar Investment Management LLC /s/ Milton C. Ault III ------------------------------------ Milton C. Ault, III, Manager Milton C. Ault, III /s/ Milton C. Ault III ------------------------------------ Page 7 of 8 pages EXHIBIT A --------- Joint Filing Agreement Pursuant to Rule 13d-1 --------------------------------------------- This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Date: June 15, 2006 Ault Glazer Bodnar Investment Management LLC /s/ Milton C. Ault III ------------------------------------ Milton C. Ault, III, Manager Milton C. Ault, III /s/ Milton C. Ault III ------------------------------------ Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----