-----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, TWbNo/krkFMz8eSBIydZxE0k6xFhjOxwL/alxh4Yi0rtNPWl9IBEbJ66hjaRPF+l X9OPT44rOrhHRAvIED3Y/Q== 0001144204-08-024069.txt : 20080424 0001144204-08-024069.hdr.sgml : 20080424 20080424162707 ACCESSION NUMBER: 0001144204-08-024069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080424 DATE AS OF CHANGE: 20080424 GROUP MEMBERS: M.W. CROW FAMILY L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crow Michael CENTRAL INDEX KEY: 0001299979 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (212) 922-2085 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORLEX INC /CO CENTRAL INDEX KEY: 0000795568 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841023977 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57285 FILM NUMBER: 08774764 BUSINESS ADDRESS: STREET 1: 31 PIERCE LANE CITY: NORWICH STATE: VT ZIP: 05055 BUSINESS PHONE: 802-649-2299 MAIL ADDRESS: STREET 1: 31 PIERCE LANE CITY: NORWICH STATE: VT ZIP: 05055 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA ONLINE DATE OF NAME CHANGE: 19980612 FORMER COMPANY: FORMER CONFORMED NAME: MORLEX INC DATE OF NAME CHANGE: 19880223 SC 13D/A 1 v111663_sc13d-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)
 
Morlex, Inc.

(Name of Issuer)
 
Common Stock, par value $.001 per share

(Title of Class of Securities)
 
617662200

(CUSIP Number)
 
 
Michael Crow
c/o DC Associates LLC
420 Lexington Avenue, Suite 450
New York, NY 10170
(212) 581-5150
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 15, 2008
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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 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 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).   
 


SCHEDULE 13D/A
 
CUSIP No. 617662200
1
NAME OF REPORTING PERSON
Michael Crow
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)                                o
(b)                                o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
 
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
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
820,000
 
8
SHARED VOTING POWER
2,316,424
 
9
SOLE DISPOSITIVE POWER
820,000
 
10
SHARED DISPOSITIVE POWER
2,316,424
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,136,424
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
 
14
TYPE OF REPORTING PERSON
IN
 



SCHEDULE 13D/A
 
CUSIP No. 617662200
1
NAME OF REPORTING PERSON
M.W. Crow Family L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
33-0989538
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)                                o
(b)                                o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
2,245,260
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
2,245,260
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,245,260
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
 
14
TYPE OF REPORTING PERSON
PN
 
 


Item 1. Security and Issuer.
 
This Amendment No. 1 amends the Schedule 13D filed by Michael Crow and M.W. Crow Family L.P. (collectively, the “Reporting Persons”) with the Securities and Exchange Commission on February 28, 2008 (the “Schedule 13D”). This Amendment No. 1 relates to the change in the percentage of beneficial ownership of the common stock, par value $0.001 per share (“Issuer Common Stock”), of Morlex, Inc., a Colorado corporation with its principal offices at 420 Lexington Avenue, Suite 450, New York, NY 10170 (the “Issuer”) held by Mr. Crow, due to: (i) the termination of his position as a managing director of DCI Master LDC, a shareholder of the Issuer, (ii) his participation in a private placement offering by the Issuer of Issuer Common Stock, and (iii) his participation in a private placement offering by the Issuer of its 10% Junior Convertible Unsecured Promissory Notes (the “Convertible Notes”).
 
This Amendment No. 1 also relates to the change in beneficial ownership of M.W. Crow Family L.P., due to the assignment by Aberdeen Holdings, Ltd. of its 850,000 shares of Issuer Common Stock to M.W. Crow Family L.P.
 
The following Items of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
Item 2. Identity and Background. 
 
This statement is being filed by Michael Crow and M.W. Crow Family L.P. (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2008, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.
 
Mr. Crow is (i) the general partner of M.W. Crow Family L.P., and (ii) the husband of Trevor Crow. By reason of such relationships, such Reporting Person may be deemed to share dispositive and/or voting control over the securities beneficially owned by each of M.W. Crow Family L.P. and Trevor Crow. As a result, Mr. Crow may be deemed to be a beneficial owner of such securities, which include 2,245,260 shares of Issuer Common Stock held by M.W. Crow Family L.P. and 71,164 shares of Issuer Common Stock held by Trevor Crow, all of which are included in the 3,136,424 shares of Issuer Common Stock reported to be beneficially owned by Mr. Crow.
 
The principal office and business address of M.W. Crow Family L.P. is 420 Lexington Avenue, Suite 450, New York, NY 10170. M.W. Crow Family L.P. is a Delaware limited partnership and the principal business of M.W. Crow Family L.P. is investments.
 
Mr. Crow’s business address is c/o DC Associates LLC, 420 Lexington Avenue, Suite 450, New York, NY 10170. Such Reporting Person has been the President of DC Associates LLC, an investment advisor to its fund, Duncan Capital Partners, as well as a financial and business advisory firm, since 2004. Mr. Crow is a citizen of the United States.
 
The Reporting Persons have not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction as a result of which it is or was 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.   
 
Item 3. Source and Amount of Funds or Other Consideration.
 
On February 7, 2008 the Issuer entered into: (i) an Agreement and Plan of Merger (the “RHI Merger Agreement”) with RightSide Holdings, Inc. (“RightSide”) and its wholly owned subsidiary RHI Merger Sub, Inc. (“RHI Merger Sub”), and (ii) an Agreement and Plan of Merger (the “DMG Merger Agreement”, and together with the RHI Merger Agreement, the “Merger Agreements”) with Duncan Media Group, Inc. (“Duncan”) and its wholly owned subsidiary DMG Merger Sub, Inc. (“DMG Merger Sub”).
 

Pursuant to the RHI Merger Agreement, on February 14, 2008 (the “First Closing Date”) RHI Merger Sub was merged with and into RightSide, with RightSide being the surviving corporation (the “RHI Merger”). As a result of the RHI Merger, each share of common stock of RightSide, par value $.001 per share, automatically converted into 0.4236 shares of Issuer Common Stock, or 8,548,655 shares of Issuer Common Stock in the aggregate. Trevor Crow received 71,164 shares of Issuer Common Stock in exchange for her 168,000 shares of RightSide common stock.
 
Pursuant to the DMG Merger Agreement, on the First Closing Date DMG Merger Sub was merged with and into Duncan, with Duncan being the surviving corporation (the “DMG Merger”). As a result of the DMG Merger, each share of common stock of Duncan, par value $.001 per share, automatically converted into 0.5433 shares of Issuer Common Stock, or 5,642,171 shares of Issuer Common Stock in the aggregate. M.W. Crow Family L.P. received 1,195,260 shares of Issuer Common Stock in exchange for its 2,200,000 shares of Duncan common stock.
 
Also, on the First Closing Date, the Issuer entered into a Stock Purchase Agreement (the “AAA Stock Purchase Agreement”) with All Ad Acquisition, Inc., a Delaware corporation (“AAA”), and all of the shareholders of AAA as listed in the AAA Stock Purchase Agreement, whereby the Issuer acquired all of the outstanding shares of common stock of AAA in exchange for 4,200,000 shares of Issuer Common Stock. Pursuant to the AAA Stock Purchase Agreement, each share of common stock of AAA, without par value, resulted in the right to receive 100,000 shares of Issuer Common Stock. Aberdeen Holdings, Ltd. received 850,000 shares of Issuer Common Stock in exchange for its 8.5 shares of AAA common stock. Aberdeen Holdings, Ltd. later transferred its right to receive 850,000 shares of Issuer Common Stock to M.W. Crow Family, L.P. Mr. Crow received 450,000 shares of Issuer Common Stock in exchange for his 4.5 of AAA common stock. M.W. Crow Family L.P. received 200,000 shares of Issuer Common Stock in exchange for its 2.0 shares of AAA common stock.
 
Copies of the Merger Agreements were previously filed by the Issuer with the Securities and Exchange Commission (the “SEC”) as exhibits to the Issuer’s report on Form 8-K, dated February 11, 2008. A copy of the AAA Stock Purchase Agreement was previously filed by the Issuer with the SEC as an exhibit to the Issuer’s report on Form 8-K, dated February 14, 2008.  
 
On April 15, 2008 (the “Second Closing Date”), AAA acquired all of the capital stock of Ad Authority, Inc., a Delaware corporation (the “Acquisition”). To satisfy the cash needs of the Issuer relating to the Acquisition and to provide working capital to the Issuer to fund its operations, the Issuer raised approximately $4,400,000 million through a private placement of its Convertible Notes and Issuer Common Stock (collectively, the “Private Placement”). The Private Placement closed on the Second Closing Date. The Private Placement is exempt from registration pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, as it was not an offering to the public and included only accredited investors. The Convertible Notes were issued pursuant to the Note Purchase Agreements (the “Note Purchase Agreements”) between the Issuer and each such participant. The Convertible Notes, which mature on April 15, 2009 or earlier as set forth below, may be converted by the holders thereof at any time until the maturity date, and will be automatically converted into Issuer Common Stock upon the earlier to occur of (i) a public offering of Issuer Common Stock that nets at least $7,500,000 in proceeds to the Issuer, after any underwriting discounts, or (ii) a private placement of Issuer Common Stock that nets at least $5,000,000 in proceeds to the Issuer, together with the proceeds from the Convertible Notes. The conversion price of the Convertible Notes is $0.75 per share and is subject to customary adjustments to avoid dilution and to account for future recapitalizations. The Convertible Notes accrue interest at 10% per annum, payable at the earlier of maturity of the Convertible Notes or upon conversion of the Convertible Notes. Interest on the Convertible Notes is payable at the option of the Issuer either in cash or in Issuer Common Stock valued at 90% of the weighted average trading price for the 10 days preceding the interest payment date.
 

Mr. Crow received 46,667 shares of Issuer Common Stock in the Private Placement in exchange for his $35,000 investment in the Issuer. Mr. Crow also received Convertible Notes that are convertible into 323,333 shares of Issuer Common Stock in exchange for its $242,500 investment in the Issuer. Copies of the form of Securities Purchase Agreement and the form of Note Purchase Agreement entered into by Mr. Crow were previously filed by the Issuer with the SEC as exhibits to the Issuer’s report on Form 8-K, dated April 15, 2008.
 
 
Item 4. Purpose of Transaction
 
The Issuer reported in its report on Form 8-K filed on February 14, 2008 that it intended to acquire Ad Authority, Inc., a Delaware corporation, and to finance such Acquisition with the proceeds of the issuance of debt and equity securities of the Issuer in the Private Placement. Such Acquisition and Private Placement were consummated on the Second Closing Date. At this time, the Issuer intends to reincorporate in the State of Delaware by merging into a newly formed Delaware corporation. In connection with such reincorporation, the Issuer intends to change its name to “Ad Authority Group, Inc.” In addition, the Issuer plans to adjust its capitalization through the reincorporation. This will have the same effect as a reverse stock split. As part of the reincorporation, the Issuer plans to create a class of “blank check” preferred stock, after which the Issuer plans to offer to exchange new preferred stock of the Issuer having substantially similar terms to the preferred stock of RightSide and Duncan for the outstanding preferred stock of RightSide and Duncan, thereby making RightSide and Duncan wholly-owned subsidiaries of the Issuer. The Reporting Persons intend to support these actions. The Reporting Persons entered into the transactions referenced herein for investment purposes. The Reporting Persons do not otherwise presently have any plan or proposal which relate to or would result in any of the following: the acquisition or disposition by any person of additional securities of the Issuer; an extraordinary corporate transaction involving the Issuer or its subsidiaries; a sale or transfer of a material amount of the Issuer’s or its subsidiaries’ assets; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer’s corporate structure; any changes to the Issuer’s charter, bylaws or instruments corresponding thereto which may impede the acquisition of control by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or 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 any similar actions.
 

Item 5. Interest in Securities of the Issuer
 
The following table sets forth the shares of Issuer Common Stock owned by each Reporting Person.
 
Common Stock
 

 
 
 
Name of Beneficial Owner
Amount and Nature
of Beneficial Ownership
 
 
Percent of
Class(1)
Sole Power to
Dispose
Shared Power to
Dispose
Sole Power to
Dispose
Shared Power to
Vote
Total
Michael Crow
820,000
2,316,424
820,000
2,316,424
3,136,424
9.0%
M.W. Crow Family L.P.
2,245,260
0
2,245,260
0
2,245,260
6.4%
 
(1)
Based on 34,950,442 shares of Issuer Common Stock issued and outstanding as of April 15, 2008.

Except as noted herein, the Reporting Persons have not effected any other transactions in the Issuer's securities within sixty (60) days preceding the date hereof.


Signature
 
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that, with respect to itself, the information set forth in this statement is true, complete and correct.
 
Dated: April 24, 2008 

     
    M.W. CROW FAMILY L.P.
 
 
 
 
 
 
     By: /s/ Michael Crow 
 
Name: Michael Crow
  Its: General Partner
   
   
  /s/ Michael Crow
 
Michael Crow


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