-----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, Rj121kwqmA80HQeu8j66zYp1CVQ54jSI3sZv/olP3wfb25DSv7lEIu3su0P2cNSn uHE39ZQ+iAMQZsDEiMzSvA== 0001169232-06-003701.txt : 20060831 0001169232-06-003701.hdr.sgml : 20060831 20060831143910 ACCESSION NUMBER: 0001169232-06-003701 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060831 DATE AS OF CHANGE: 20060831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Grandview Gold, Inc. CENTRAL INDEX KEY: 0001313974 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80896 FILM NUMBER: 061068061 BUSINESS ADDRESS: STREET 1: SUITE 500 - 360 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5H 2V6 BUSINESS PHONE: 416 409 8245 MAIL ADDRESS: STREET 1: SUITE 500 - 360 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5H 2V6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Gordon Charles CENTRAL INDEX KEY: 0001334989 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9055074111 MAIL ADDRESS: STREET 1: 400 BRUNEL RD CITY: MISSISSAUGA STATE: A6 ZIP: L4Z 2C2 SC 13D/A 1 d69272_sc13da.txt AMENDMENT TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Grandview Gold Inc. (Name of Issuer) COMMON STOCK, WITHOUT PAR VALUE (Title of Class of Securities) 386671 (CUSIP Number) David C. Bennion, Esq. Thompson Hine LLP 335 Madison Avenue, 12th Floor New York, New York 10017-4611 Tel. No.: (212) 344-5680 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2006 and August 15, 2006 (Dates of Events Which Require 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 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. (Continued on the following pages) (Page 1 of 6 pages) ================================================================================ CUSIP No. 386671 13D/A Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Gordon Cooper - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,151,200 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 362,333 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,151,200 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 217,333 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,513,533 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 2 SCHEDULE 13D Item 1. Security and Issuer. This Statement on Schedule 13D relates to the common stock, without par value (the "Common Stock"), of Grandview Gold Inc., an Ontario corporation (the "Company"). The principal executive offices of the Company are located at 360 Bay Street, Suite 500, Toronto, Ontario, Canada, M5H 2V6. Item 2. Identity and Background. (a) This Statement on Schedule 13D is being filed by Gordon Cooper (the "Reporting Person"). (b) The Reporting Person's business address is 50 Edenbrook Hill, Toronto, Ontario, Canada M9A 3Z9. (c) The Reporting Person is currently a principal of Cardinal Couriers, Inc., a regional courier in Ontario, Canada. He is also a Director of Isogrid Composites, Inc., a manufacturer for panels for the aerospace industry. He is also an investor in and founder of a number of private companies which are in their start-up phase. (d) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor during that time has the Reporting Person 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. (e) The Reporting Person is a Canadian citizen. Item 3. Source and Amount of Funds or Other Consideration. Personal funds in the amount of $182,919. Item 4. Purpose of the transactions. The Reporting Person acquired the Common Stock for investment purposes only. Except as set forth herein, the Reporting Person has no plans or proposals which would relate to or 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 or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; 3 (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 including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (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) 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; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. The Reporting Person reserves the right from time to time to acquire or dispose of shares of the Common Stock, or to formulate other purposes, plans or proposals regarding the Company or securities of the Company held by the Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Reporting Person may be deemed to beneficially own 2,513,533 shares of the Common Stock, which represents approximately 13.2% of the outstanding Common Stock. The number of shares beneficially owned by the Reporting Person also includes 217,333 shares held by Contact Partners, in which the Reporting Person owns a one-third interest. (b) The Reporting Person has sole voting power to vote or to direct the vote over 2,151,200 shares, shared power to vote or to direct the vote over 362,333 shares, sole power to dispose or to direct the disposition over 2,151,200 shares, and shared power to dispose or to direct the disposition over 217,333 shares of Common Stock. The Reporting Person shares voting and dispositive power with respect to 217,333 shares with Contact Partners, a partnership organized in Ireland which invests in public and private companies, with a principal office located at 84 Northumberland Road, Dublin 4, Ireland. Contact Partners has not, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting it 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. The Reporting Person shares voting and dispositive power with respect to 145,000 shares with John Belonzo. Mr. Belonzo has not, in the last five years, been convicted in a criminal 4 proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting him 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. Mr. Belonzo is a Canadian citizen. (c) Betsy Anne Barton transferred 146,500 shares of Common Stock to the Reporting Person on July 12, 2006 at a price of $0.88062 ($1.00 Canadian) per share through a share transfer agreement executed by both parties in Ontario, Canada (the "Share Transfer Agreement"). In addition, on August 15, 2006, the Reporting Person purchased 55,000 shares of Common Stock in the public market at the market value at the time of purchase. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person acquired 146,500 shares of Common Stock from Betsy Anne Barton on July 12, 2006 through the Share Transfer Agreement. Item 7. Material to Be Filed as Exhibits. The Share Transfer Agreement. 5 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. August 30, 2006 ------------------------------- Date /s/ Gordon Cooper ------------------------------- Gordon Cooper 6 EX-99 2 d69272_ex99.txt SHARE PURCHASE AGREEMENT Exhibit 99 SHARE PURCHASE AGREEMENT THIS AGREEMENT made as of the 12 day of July, 2006 (the "Effective Date"). BETWEEN: Betsy Anne Barton. (hereinafter called the "Vendor") - and - GORDON COOPER, a businessman residing in Toronto, Ontario, Canada (hereinafter called the "Purchaser") WHEREAS: A. The Vendor wishes to sell to the Purchaser and the Purchaser wishes to buy 146,500 common shares in the capital of Grandview Gold Inc. (the "Shares") for an aggregate purchase price of $146,500; NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties hereto covenant and agree as follows: ARTICLE 1 PURCHASE AND SALE OF SHARES 1.1 Purchase and Sale. Subject to the terms and conditions set out in this Agreement, the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase from the Vendor the Shares. The purchase and sale of shares under this Agreement is sometimes referred to in this Agreement as the "Purchase Transaction". 1.2 Purchase Price. The purchase price for the Shares shall be $1.00 per share for a total of $146,000. All amounts in this Agreement are in Canadian dollars. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 Vendor's Warranties. The Vendor represents and warrants to the Purchaser as follows (acknowledging that the Purchaser is relying on the representations and warranties of the Vendor contained in this Agreement and any agreement, certificates or other document delivered by the Vendor pursuant hereto in connection with the purchase of the Shares and which representations and warranties shall be true and correct as of the closing): (a) Upon completion of the Purchase Transaction the Purchaser shall be the absolute legal and beneficial owner of the Shares, free and clear of any and all liens, - 2 - charges, pledges, security interests, escrow conditions, demands, adverse claims, rights, or other encumbrances whatsoever and no person, firm or corporation will have any right, option, agreement or arrangement capable of becoming an agreement for the acquisition of any of the Shares or any interest therein from the Purchaser or the Vendor; (b) the Vendor is not a non-resident as defined in the Income Tax Act (Canada); (c) the Vendor has the capacity and authority and has taken all necessary action to enter into, execute and deliver this Agreement and to sell and transfer the Shares to the Purchaser as contemplated by the Purchase Transaction and this Agreement; 2.2 Survival of Representations and Warranties. The representations and warranties of the Vendor contained in this Agreement and contained in any document or certificate given pursuant to this Agreement shall survive the Closing and shall continue for an indefinite period. ARTICLE 3 GENERAL 3.1 Time. Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. 3.2 Notice. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if personally delivered; mailed by first class, registered or certified Canada or other national mail service, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below; given by facsimile; or sent through a nationally-recognized delivery service which guarantees a two day delivery. If to Purchaser, to: Mr. Gordon Cooper 400 Brunel Road Mississauga, Ont L4Z 2C2 If to Vendor, to: Ms. Betsy Anne Barton 77 Harbour Square Toronto, Ont M5J 2S2 3.3 Governing Law. This Agreement and the rights and obligations and relations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving consideration to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this - 3 - Agreement. Each party hereto does hereby attorn to the jurisdiction of the Courts of the Province of Ontario. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. By: /s/ Betsy Anne Barton ----------------------------- Betsy Anne Barton By: /s/ Gordon Cooper ----------------------------- Gordon Cooper -----END PRIVACY-ENHANCED MESSAGE-----