-----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, VuSvGHuK31/fYLSi9PI3KA3zbeN2BKfW2/QNnJDSUs9TwehBrQBMTBKuk8vJvJuq YRn069yEbsfblis26b3TPQ== 0000909518-10-000101.txt : 20100212 0000909518-10-000101.hdr.sgml : 20100212 20100212161651 ACCESSION NUMBER: 0000909518-10-000101 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: DAVID A. HURWITZ GROUP MEMBERS: JOHN T. BIRD GROUP MEMBERS: NEIL H. KOFFLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: PMC-BVI, INC. GROUP MEMBERS: SC FUNDAMENTAL BVI, INC. GROUP MEMBERS: SC FUNDAMENTAL LLC GROUP MEMBERS: SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND PROFIT SHARING PLAN GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI, LTD. GROUP MEMBERS: SC-BVI PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDU COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001086139 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 841342898 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79111 FILM NUMBER: 10599576 BUSINESS ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 BUSINESS PHONE: 9732379499 MAIL ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 IRS NUMBER: 133563962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 mm02-1010mdu_13ga6.htm mm02-1010mdu_13ga6.htm
 
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13G
 
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
_____________
___________
(Amendment No. 6)*
 
MDU COMMUNICATIONS INTERNATIONAL, INC.
(Name of Issuer)
 
 Common Stock, par value $0.001 per share    582828109
(Title of class of securities)
   (CUSIP number)
 
December 31, 2009
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
 o Rule 13d-1(b)
 x Rule 13d-1(c)
 o Rule 13d-1(d)
__________
 
*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 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 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).
 
Continued on Following Pages
Page 1
 

 
 
 
 
 

 
CUSIP No.
582828109
13G
Page 2


1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL VALUE FUND, L.P.
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
1,310,232
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
0
 
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
1,310,232
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,310,232
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.4%
 
 
12
TYPE OF REPORTING PERSON:
PN
 

 
 
 
 

 
CUSIP No.
582828109
13G
Page 3

1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL LLC
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
New York
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
0
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
1,310,232
 
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
0
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
1,310,232
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,310,232
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.4%
 
 
12
TYPE OF REPORTING PERSON:
OO
 
 
 
 
 
 
 

 
CUSIP No.
582828109
13G
Page 4

 
1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL VALUE BVI, LTD.
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
British Virgin Islands
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
1,478,768
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
0
 
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
1,478,768
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,478,768
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.8%
 
 
12
TYPE OF REPORTING PERSON:
CO
 
 
 
 
 
 
 
 

 
CUSIP No.
582828109
13G
Page 5

1
NAME OF REPORTING PERSONS:
SC-BVI PARTNERS
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
0
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
1,478,768
 
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
0
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
1,478,768
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,478,768
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.8%
 
 
12
TYPE OF REPORTING PERSON:
PN
 

 
 
 
 

 
CUSIP No.
582828109
13G
Page 6


       
1
NAME OF REPORTING PERSONS:
PMC-BVI, INC.
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
0
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
1,478,768
 
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
0
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
1,478,768
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,478,768
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.8%
 
 
12
TYPE OF REPORTING PERSON:
CO
 

 
 
 
 

 
CUSIP No.
582828109
13G
Page 7


1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL BVI, INC.
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
0
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
1,478,768
 
EACH
REPORTING
7
SOLE DISPOSITIVE POWER:
0
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
1,478,768
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,478,768
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.8%
 
 
12
TYPE OF REPORTING PERSON:
CO
 


 
 
 
 

 
CUSIP No.
582828109
13G
Page 8


1
NAME OF REPORTING PERSONS:
PETER M. COLLERY
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
53,000
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
2,789,000
 
EACH
REPORTING
7
SOLE DISPOSITIVE POWER:
53,000
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
2,789,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
2,842,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
5.3%
 
 
12
TYPE OF REPORTING PERSON:
IN
 

 
 
 
 
 
 

 
CUSIP No.
582828109
13G
Page 9


1
NAME OF REPORTING PERSONS:
NEIL H. KOFFLER
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
0
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
2,789,000
 
EACH
REPORTING
7
SOLE DISPOSITIVE POWER:
0
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
2,789,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
2,789,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
5.2%
 
 
12
TYPE OF REPORTING PERSON:
IN
 
 
 
 
 
 

 
CUSIP No.
582828109
13G
Page 10


1
NAME OF REPORTING PERSONS:
JOHN T. BIRD
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
0
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
2,789,000
 
EACH
REPORTING
7
SOLE DISPOSITIVE POWER:
0
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
2,789,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
2,789,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
5.2%
 
 
12
TYPE OF REPORTING PERSON:
IN
 

 
 
 
 

 
CUSIP No.
582828109
13G
Page 11


1
NAME OF REPORTING PERSONS:
DAVID A. HURWITZ
 
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
 
NUMBER OF
SHARES
5
SOLE VOTING POWER:
0
 
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
2,789,000
 
EACH
REPORTING
7
SOLE DISPOSITIVE POWER:
0
 
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
2,789,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
2,789,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
5.2%
 
 
12
TYPE OF REPORTING PERSON:
IN
 
 
 
 
 

 
CUSIP No.
582828109
13G
Page 12


   
1
NAME OF REPORTING PERSONS:
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [_]
   
3
SEC USE ONLY
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
   
NUMBER OF
SHARES
5
SOLE VOTING POWER:
53,000
   
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
0
   
EACH
REPORTING
7
SOLE DISPOSITIVE POWER:
53,000
   
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
0
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
53,000
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
0.09%
 
   
12
TYPE OF REPORTING PERSON:
EP
   



 
 

 

ITEM 1.
NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 
(a) and (b)  This Amendment No. 6 to the Statement on Schedule 13G (the “Schedule 13G”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of MDU Communications International, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 60-D Commerce Way, Totowa, New Jersey 07512.
 
ITEM 2.
NAME OF PERSON FILING

 
(a)           Name of Persons Filing:
 
  (i)  SC Fundamental Value Fund, L.P.
(ii)    SC Fundamental LLC
 (iii)    SC Fundamental Value BVI, Ltd.
 (iv)    SC-BVI Partners
 (v)    PMC-BVI, Inc.
 (vi)    SC Fundamental BVI, Inc.
 (vii)    Peter M. Collery
 (viii)    Neil H. Koffler
 (ix)    John T. Bird
 (x)  
 David A. Hurwitz and
 (xi)  
 SC Fundamental LLC Employee Savings and Profit Sharing Plan (collectively, the “Reporting Persons”)
 
(b)           Address of Principal Business Office or, if None, Residence:
 
The principal business office of each of the Reporting Persons listed in Item 2(a) is as follows:
 
The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz, and SC Fundamental LLC Employee Savings and Profit Sharing Plan is 747 Third Avenue, 27th Floor, New York, New York 10017.
 
The principal business office of SC Fundamental Value BVI, Ltd. is c/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands.
 
(c), (d) and (e)          For information with respect to citizenship of each of the Reporting Persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above.
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:


(a)  [ ] Broker or dealer registered under Section 15 of the Exchange Act;
 

 
Page 13
 
 

 

(b)  [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)  [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)  [ ] Investment company registered under Section 8 of the Investment Company Act;

(e)  [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)  [ ] An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)  [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)  [ ] A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)  [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)  [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4.
OWNERSHIP

(a) – (c)                                The response of each of the Reporting Persons to Items 5 through 12 of each of their respective Cover Sheets which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 31, 2009, is incorporated herein by reference.  The percentage ownership of each of the Reporting Persons is based on 53,497,307 shares of Common Stock outstanding as of December 29, 2009, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2009 filed with the Securities and Exchange Commission on December 29, 2009.

ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the following|_|.

Not applicable.
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

 
Page 14
 
 

 


ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

See Exhibit No. 2 hereto.

ITEM 9.
NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.
CERTIFICATION

(a)           Not applicable.

(b)           By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
[The remainder of this page intentionally left blank.]
 

 
Page 15
 
 

 

SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date:
February 5, 2010
 
     
   
SC FUNDAMENTAL VALUE FUND, L.P.
       
   
By:
SC Fundamental LLC, as General Partner
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL LLC
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL VALUE BVI, LTD.
       
   
By:
SC Fundamental BVI, Inc., as managing general partner of investment manager
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
       
   
SC-BVI PARTNERS
       
   
By:
SC Fundamental BVI, Inc., as managing general partner
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
       
   
PMC-BVI, INC.
     
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Secretary
       


Page 16
 
 

 


       
   
SC FUNDAMENTAL BVI, INC.
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for
   
Peter M. Collery (1)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)
     
     
   
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
     
   
By:
  /s/  Peter M. Collery
     
Peter M. Collery, Trustee
 
(1)
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery.  The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on February 12, 2010, and is incorporated herein by reference.

(2)
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird.  The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on July 11, 2008, and is incorporated herein by reference.

(3)
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 3 to the Amendment No. 4 to the Statement on Schedule 13G with respect to the Common Stock of MDU Communications International, Inc., filed on February 14, 2008, and is incorporated herein by reference.

Page 17
 
 

 

EXHIBIT INDEX
 
Exhibit No.
Document
 
     
1
Joint Filing Agreement, dated February 5, 2010, among SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird, David A. Hurwitz and SC Fundamental LLC Employees Savings and Profit Sharing Plan, to file this Amendment No. 6 to the joint statement on Schedule 13G.
 
     
2
Identity of Members of Group
 


 
Page 18
 
 

 

 
Exhibit 1

 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Amendment No. 6 to the statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of MDU Communications International, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned, hereby execute this Agreement this 5th day of February, 2010.
 
   
SC FUNDAMENTAL VALUE FUND, L.P.
       
   
By:
SC Fundamental LLC, as General Partner
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL LLC
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL VALUE BVI, LTD.
       
   
By:
SC Fundamental BVI, Inc., as managing general partner of investment manager
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
       
   
SC-BVI PARTNERS
       
   
By:
SC Fundamental BVI, Inc., as managing general partner
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
       


Page 19
 
 

 


   
PMC-BVI, INC.
     
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Secretary
       
   
SC FUNDAMENTAL BVI, INC.
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for
   
Peter M. Collery (1)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)
     
     
   
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
     
   
By:
  /s/  Peter M. Collery
     
Peter M. Collery, Trustee
 
(1)
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery.  The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on February 12, 2010, and is incorporated herein by reference.
 
(2)
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird.  The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on July 11, 2008, and is incorporated herein by reference.

(3)
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 3 to the Amendment No. 4 to the Statement on Schedule 13G with respect to the Common Stock of MDU Communications International, Inc., filed on February 14, 2008, and is incorporated herein by reference.

 

Page 20
 
 

 

 
Exhibit 2

 
IDENTITY OF MEMBERS OF GROUP



 
SC Fundamental Value Fund, L.P.
 
SC Fundamental LLC
 
SC Fundamental Value BVI, Ltd.
 
SC-BVI Partners
 
PMC-BVI, Inc.
 
SC Fundamental BVI, Inc.
 
Peter M. Collery
 
Neil H. Koffler
 
John T. Bird
 
David A. Hurwitz
 
SC Fundamental LLC Employee Savings and Profit Sharing Plan
 
 
 
 
 
 
 
Page 21
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