-----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, D4avGNTOuuXePbBaTPI5Eh7A12hRPRm+VkqkpDL0yqI/6NpqmQvFcvHzDJWYmSQZ W7J/KvELMjhShzbMXTbPAw== 0000950159-09-001767.txt : 20090807 0000950159-09-001767.hdr.sgml : 20090807 20090807152826 ACCESSION NUMBER: 0000950159-09-001767 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090807 DATE AS OF CHANGE: 20090807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICE DON K CENTRAL INDEX KEY: 0001261281 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ascend Acquisition Corp. CENTRAL INDEX KEY: 0001350773 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 203881465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81810 FILM NUMBER: 09995527 BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DRIVE STREET 2: BUILDING 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-293-2512 MAIL ADDRESS: STREET 1: 435 DEVON PARK DRIVE STREET 2: BUILDING 400 CITY: WAYNE STATE: PA ZIP: 19087 SC 13D/A 1 rice13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ASCEND ACQUISITION CORP. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 04350H 308 (CUSIP Number) Don K. Rice 435 Devon Park Drive, Bldg. 700 Wayne, PA 19087 610/977-7531 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) August 7, 2009 (Date of Event which Requires Filing of this Statement) If this 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 Sections 13d-1(e), Sections 13d-1(f), or Sections 13d-1(g), check the following box [ ]. *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 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).
CUSIP No. 04350h 308 ___________________________________________________________________________________________ 1) Names of Reporting Person Don K. Rice S.S. or I.R.S. Identification No. of Above Person (entities only) ___________________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ____________________________________________________________________________________________ 3) SEC Use Only ____________________________________________________________________________________________ 4) Source of Funds: PF ____________________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A ____________________________________________________________________________________________ 6) Citizenship or place of Organization: United States of America ____________________________________________________________________________________________ (7) Sole Voting Power Number of 5,997,229 Shares Bene- _________________________________________________________________________ ficially (8) Shared Voting Power owned by -0- Each Report- __________________________________________________________________________ ing Person (9) Sole Dispositive Power With 5,997,229 ____________________________________________________________________________________________ (10) Shared Dispositive Power -0- ____________________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,997,229 ____________________________________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) excludes certain shares: [ ] ____________________________________________________________________________________________ 13) Percent of Class Represented by Amount in Box (11): 89.1% ____________________________________________________________________________________________ 14) Type of Reporting Person IN
PURPOSES OF AMENDMENT This Amendment No. 2 to Schedule 13D relates to shares of common stock in Ascend Acquisition Corp., a Delaware corporation (the "Issuer"). This Amendment No. 2 supplements and amends the initial statement on Schedule 13D filed on August 8, 2007 (the "Initial Statement") by Don K. Rice, as previously amendment by an Amendment No. 1 filed on November 20, 2008. This Amendment No. 2 is being filed to report a change in Mr. Rice's beneficial ownership due to the issuance of a convertible promissory note. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Initial Statement, as heretofore amended by Amendment No. 1. All share figures and per-share price figures take into account a one-for-ten reverse stock split effected in 2008. ITEM 3. Source and Amount of Funds or Other Consideration Item 3 of the Initial Statement is being amended to read in its entirety as follows: "In December 2005, in connection with the Issuer's formation, Rice purchased 69,500 shares of Common Stock at a purchase price of approximately $0.29 per share. Rice used his personal funds to purchase such shares at that time. Effective April 19, 2006, the Issuer's board of directors authorized a stock dividend of 0.714285 shares of Common Stock for each outstanding share of Common Stock, effectively lowering the purchase price to approximately $0.167 per share (and increasing the number of shares held by Rice to 119,143 shares). In May 2006, simultaneously with the Issuer's public offering of units ("Units"), Rice purchased 166,667 Units on a private basis for $6.00 per Unit, or an aggregate purchase price of $1,000,002. Each Unit consists of one-tenth of one share of Common Stock and two warrants to purchase one-tenth of one share of Common Stock ("Warrants"). The Warrants have an exercise price of $50.00 per share and will become exercisable upon completion by the Issuer of a business combination with a target business. Rice used his personal funds to purchase such Units at that time. At the same time, Rice also committed to place a limit order to purchase up to $250,000 Warrants in the open market at prices not to exceed $0.60 per Warrant during the three month period beginning on the later of (i) 60 days after the completion of the distribution of the Issuer's Units and (ii) the commencement of separate trading of the Warrants. During this three-month period, Rice purchased 620,000 Warrants using his personal funds. On November 18, 2008, the Issuer executed in favor of Mr. Rice a promissory note convertible into up to 4,875,000 shares of Common Stock to represent certain outstanding indebtedness then owed by Issuer to Mr. Rice. On August 7, 2009, the Issuer executed in favor of Mr. Rice a promissory note convertible into up to 1,000,000 shares of Common Stock to represent certain outstanding indebtedness then owed by Issuer to Mr. Rice." ITEM 5. Interest in Securities of the Issuer Item 5 of the Initial Statement is being amended to read in its entirety as follows: "Rice beneficially owns outright 122,229 shares of Common Stock for which he is the beneficial owner. Moreover, Mr. Rice is the beneficial owner of 4,875,000 shares of Common Stock into which a convertible promissory note, in the original principal amount of $195,000 executed on November 18, 2008 by the Issuer in favor of Mr. Rice, can be converted at any time. Furthermore, Mr. Rice is the beneficial owner of 1,000,000 shares of Common Stock into which a convertible promissory note, in the original principal amount of $50,000 executed on August 7, 2009 by the Issuer in favor of Mr. Rice, can be converted at any time. Based on the foregoing, Mr. Rice acknowledges that he is the beneficial owner of 5,997,229 of Common Stock for which he has sole voting and investment power. The foregoing does not include 95,333 shares of Common Stock issuable upon exercise of Warrants held by Rice that are not currently exercisable and may not become exercisable within 60 days. Other than for his transfer of shares to satisfy an outstanding Issuer payable and his receipt of the convertible promissory note described above, Mr. Rice has not effected any transaction in or with respect to the Common Stock during the past 60 days." ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Initial Statement is being amended to read in its entirety as follows: "As of June 30, 2009, the Issuer owed to Mr. Rice an aggregate of $240,985.10, which was represented by two promissory notes convertible into up to an aggregate of 5,875,000 shares of Common Stock." ITEM 7. Material to Be Filed as Exhibits Item 7 of the Initial Statement is being amended to read in its entirety as follows: "Exhibit Number Exhibit Title 10.1 Convertible Promissory Note dated November 18, 2008 in the original principal amount of $195,000.00 executed by the Issuer in favor of Don K. Rice - previously filed 10.2 Convertible Promissory Note dated August 7, 2009 in the original principal amount of $50,000.00 executed by the Issuer in favor of Don K. Rice - filed herewith" 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. Dated: August 7, 2009 :/S/ Don K. Rice - ---------------------------------- Don K. Rice, individually The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer of general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). (SEE 18 U.S.C. 1001). EX-99 2 ex10-2.txt EXHIBIT 10.2 Exhibit 10.2 PROMISSORY NOTE (Wayne, Pennsylvania) $50,000.00 August 7, 2009 The undersigned, Ascend Acquisition Corp., a Delaware corporation (hereinafter called "Maker" or the "Corporation"), whose address for purposes hereof is 435 Devon Park Drive, Bldg. 400, Wayne, PA 19087, for value received, without grace, in the manner, on the dates and in the amounts herein stipulated, promises to pay to Don K. Rice (hereinafter called "Payee"), at 435 Devon Park Drive, Bldg. 400, Wayne, PA 19087, or at such other place as Payee may hereafter designate, the sum of FIFTY THOUSAND DOLLARS ($50,000.00), in lawful money of the United States of America, with interest at the rate herein specified. SECTION 1. INTEREST ACCRUAL. The unpaid principal amount from time to time outstanding hereunder shall bear interest from and after the date hereof until such amount is paid in full at a fixed rate per annum equal FIVE PERCENT (5%). Interest on this Note shall be computed on the basis of a 365-day year for the actual number of days elapsed. SECTION 2. PAYMENT OBLIGATION AND PREPAYMENT. The unpaid principal balance of this Note with all accrued but unpaid interest thereon shall be due and payable in full on DEMAND, or in the event there is no demand, on or before midnight on fifth annual anniversary of the date of this Note (the "Maturity Date"). The principal amount of this Note and all accrued interest thereon may be prepaid in cash at any time. Any payment shall be applied first, to accrued interest, and second, to principal. No further interest will accrue on the portion of this Note to be prepaid from and after the date fixed for prepayment if payment of the prepayment amount has been made or duly provided for. At any time prior to the Maturity Date and prior to payment or redemption of this Note, and, in the event that the Corporation elects to redeem or pay this Note prior to maturity, within ten days after Payee's receipt of any redemption or prepayment notice, Payee may at his sole discretion convert the entire principal amount of this Note, or any portion thereof, together with accrued and unpaid interest, if any, into shares of common stock of the Corporation ("Common Stock") at the conversion price as defined in section 3.5 below, subject to adjustments as described below (the "Conversion Price"). The right to convert this Note by Payee after it is called for redemption will terminate at the close of the tenth day following receipt by Payee of a redemption notice; provided that such period for Conversion may be extended by the Corporation at its sole and absolute discretion. SECTION 3. CONVERSION. 3.1 Conversion. On a date (the "Conversion Date") on which any amount remains outstanding on this Note and on which Payee gives to Maker written notice that Payee wishes for the entire principal amount of this Note, or any portion thereof, together with accrued and unpaid interest, if any, to be converted into Maker's Common, this Note shall, without any action required on the part of either Maker or Payee, automatically convert into, and Payee shall be entitled to receive in lieu of payment of the indebtedness evidenced hereby, a number of shares of Common Stock equal to the quotient of (a) a sum equal to the outstanding principal amount of and accrued interest on this Note that Maker desires to so convert, divided by (b) the "Conversion Price" (as defined in Section 3.5 below) in effect at the Conversion Date. 1 3.2 Issuance of Certificates. As promptly after the Conversion Date as reasonably practicable and after Payee's surrender of this Note marked "Cancelled", Maker shall instruct its transfer agent to issue and deliver to Payee at the address of Payee set forth above, without any charge to Payee, a certificate or certificates (issued in the name of Payee) for the number of full shares of Common Stock of Maker issuable upon the conversion of this Note. 3.3 Status on Conversion. Upon conversion of this Note, Payee shall be deemed to have become the stockholder of record of the shares of Common Stock into which this Note is converted on the Conversion Date (unless the transfer books of Maker are closed on that date, in which event Payee shall be deemed to have become the stockholder of record on the next succeeding day on which the transfer books are open and the conversion shall be at the rate in effect on such date). 3.4 Elimination of Fractional Interests. No fractional shares of Common Stock shall be issued upon conversion of this Note, nor shall Maker be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share. 3.5 Conversion Price. (a) The initial Conversion Price of this Note shall be $0.05. (b) The Conversion Price shall be adjusted from time to time as follows: if Maker shall at any time after the date hereof (i) issue any shares of Common Stock by way of a dividend or other distribution on any stock of Maker and without consideration, or (ii) subdivide or combine its outstanding shares of Common Stock, the Conversion Price shall be adjusted (to the nearest full cent) by multiplying (x) the Conversion Price in effect immediately prior to the adjustment by (y) a fraction, the numerator of which is the total number of shares of Common Stock outstanding immediately before the issuance of shares, and the denominator of which is the total number of shares of Common Stock outstanding immediately after such issuance or sale. For the purposes of any computation to be made in accordance with this Section 3, shares of Common Stock issuable by way of dividend or other distribution on any stock of Maker shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. 3.6 Effect of Reclassification, Consolidation, Merger, etc. In case of the reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from no par value to par value or vice versa, or as a result of a subdivision or combination), or in the case of any consolidation or merger of Maker with or into a corporation (other than a consolidation or merger into which Maker is the surviving corporation and which does not result in any reclassification or change of outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as described above), or in the case of a sale or conveyance to another corporation of all or substantially all of the assets of Maker, this Note shall be converted on the Conversion Date into the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock into which this Note might have been converted immediately before the time of determination of the stockholders of Maker entitled to receive such shares of stock and/or other securities or property. Maker shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of Payee to receive, the shares of stock and/or other securities or property provided for in this Section 3.6. 2 3.7 Certificate Concerning Adjusted Conversion Price. Whenever the Conversion Price is adjusted pursuant to this Section 3, Maker promptly shall: (i) place on file at its principal executive office an officer's certificate signed by the chief financial officer or controller of Maker showing in appropriate detail the facts requiring such adjustment, the computation thereof, and the adjusted Conversion Price, and shall exhibit the certificate from time to time to Payee of this Note if Payee desires to inspect the same; and (ii) mail or cause to be mailed to Payee, in the manner provided for giving notice pursuant to this Note, a notice stating that such adjustment has been made and setting forth the adjusted Conversion Price. 3.8 Reservation and Listing of Shares for Issuance. Maker shall reserve and keep available out of its authorized and unissued shares of Common Stock, for the purpose of effecting the conversion of this Note, such number of its duly authorized shares as shall from time to time be sufficient to effect the conversion of this Note. Maker covenants that all shares of Common Stock issued upon conversion of this Note in compliance with the terms hereof will be duly and validly issued and fully paid and non-assessable. As long as this Note shall be outstanding, Maker shall use its reasonable best efforts to cause all shares of Common Stock issuable upon conversion of this Note to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock is then listed, if any. 3.9 Investment Intent, Restrictions on Transfer, Legends etc. Payee acknowledges that this Note and the Common Stock to be issued upon conversion have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Note or any Common Stock issued upon conversion in the absence of (i) an effective registration statement under the Act as to this Note or the Common Stock and registration or qualification of this Note or the Common Stock under any applicable blue sky or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to Maker, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of Common Stock issued upon conversion to be issued shall have been effectively registered under the Act, Maker shall be under no obligation to issue the shares covered by such conversion unless and until Payee shall have executed an investment letter in form and substance satisfactory to Maker, including a warranty at the time of such exercise that he is acquiring such shares for his own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event Payee shall be bound by the provisions of a legend to such effect on the certificate(s) representing Common Stock to be issued upon conversion. In addition, without limiting the generality of the foregoing, Maker may delay issuance of Common Stock to be issued upon conversion until completion of any action or obtaining of any consent, which Maker believes necessary or advisable under any applicable law (including without limitation state securities or "blue sky" laws). 3 SECTION 4. DEFAULTS AND REMEDIES. Time is of the essence concerning this Note. If this Note is not timely paid at maturity, then Payee may institute in any court of competent jurisdiction an action for collection. In such event, Maker agrees to pay all expenses incurred, including reasonable attorneys' fees, all of which shall become a part of the principal hereof. Maker and each and all other liable parties expressly and specifically, (i) severally waive grace, presentment for payment, demand for payment, notice of intent to accelerate and notice of acceleration, notice of dishonor, protest and notice of protest, notice of nonpayment, and any and all other notices, the filing of suit and diligence in collecting this Note or enforcing any of the security herefor, (ii) severally agree to any substitution, subordination, exchange or release of any security held for the payment of this Note or any other obligation to Payee and release of any party primarily or secondarily liable hereon, (iii) severally agree that Payee shall not be required first to institute suit or exhaust Payee's remedies hereon against Maker or other parties liable hereon or to enforce Payee's rights against them or any security herefor in order to enforce payment of this Note by any of them, and (iv) severally agree to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them. SECTION 5. MISCELLANEOUS. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this Note shall be affected thereby. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. IN WITNESS WHEREOF, the undersigned has set his hand hereunto as of as of the day and year first above written. ASCEND ACQUISITION CORP. By:_______________________________________ Don K. Rice, Chief Executive Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----