0001214659-13-000841.txt : 20130214 0001214659-13-000841.hdr.sgml : 20130214 20130214114551 ACCESSION NUMBER: 0001214659-13-000841 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: PARK WEST INVESTORS MASTERS FUND LTD GROUP MEMBERS: PETER S. PARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORDION INC. CENTRAL INDEX KEY: 0001057698 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60353 FILM NUMBER: 13608425 BUSINESS ADDRESS: STREET 1: 447 MARCH ROAD CITY: OTTAWA STATE: A6 ZIP: K2K 1X8 BUSINESS PHONE: 613.592.3400 MAIL ADDRESS: STREET 1: 447 MARCH ROAD CITY: OTTAWA STATE: A6 ZIP: K2K 1X8 FORMER COMPANY: FORMER CONFORMED NAME: MDS INC. DATE OF NAME CHANGE: 20090501 FORMER COMPANY: FORMER CONFORMED NAME: MDS INC DATE OF NAME CHANGE: 19980312 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Park West Asset Management LLC CENTRAL INDEX KEY: 0001386928 IRS NUMBER: 300132084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: (415) 354-0677 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 SC 13G/A 1 c28132sc13ga3.htm AMENDMENT NO. 3 c28132sc13ga3.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
(Amendment No.  3)
 
 
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)1
 
 
Nordion Inc.
 
(Name of Issuer)
 
Common Shares, no par value
 
(Title of Class of Securities)
 
65563C105
 
(CUSIP Number)
 
December 31, 2012
 
(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)
 
 
1 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 (“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. 65563C105
 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Park West Asset Management LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 
   
(b)
 
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization: Delaware
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
   
5.
Sole Voting Power – 0
 
6.
Shared Voting Power – None
 
7.
Sole Dispositive Power – 0
 
8.
Shared Dispositive Power – None
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person – 0
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) Not applicable
 
 
11.
Percent of Class Represented by Amount in Row (9): - 0%
 
 
12.
Type of Reporting Person – IA
 
 
2 of 9 Pages

 
CUSIP No. 65563C105
 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter S. Park
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 
   
(b)
 
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization: United States of America
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
   
5.
Sole Voting Power – 0
 
6.
Shared Voting Power – None
 
7.
Sole Dispositive Power – 0
 
8.
Shared Dispositive Power – None
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person – 0
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) Not applicable
 
 
11.
Percent of Class Represented by Amount in Row (9):  0%
 
 
12.
Type of Reporting Person – IN

 
3 of 9 Pages

 
 
CUSIP No. 65563C105
 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Park West Investors Masters Fund, Limited
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 
   
(b)
 
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization: Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
   
5.
Sole Voting Power – 0
 
6.
Shared Voting Power – None
 
7.
Sole Dispositive Power – 0
 
8.
Shared Dispositive Power – None
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person – 0
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) Not applicable
 
 
11.
Percent of Class Represented by Amount in Row (9): - 0%
 
 
12.
Type of Reporting Person – CO
 
 
4 of 9 Pages

 
CUSIP No. 65563C105
 
Item 1.
 
(a)
Name of Issuer – Nordion Inc. (the “Company”)
     
 
(b)
Address of Issuer’s Principal Executive Offices — 447 March Road, Ottawa, Ontario Canada  K2K 1X8
     
Item 2.
 
 
(a)
Name of Persons Filing – (1) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”), (2) Peter S. Park; and (3) Park West Investors Masters Fund, Limited, a Cayman Islands exempted company (“PWIMF”) (collectively, the “Reporting Persons”)
     
 
(b)
Address of Principal Business Office or, if none, Residence — 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939
     
 
(c)
Citizenship – (1) Delaware; (2) United States of America; (3) Cayman Islands
     
 
(d)
Title of Class of Securities- Common Shares, no par value (the “Issuer Common Stock” or “Shares”)
     
 
(e)
CUSIP Number- 65563C105
     
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:
   
 
(a)
o
Broker or dealer registered under section 15 of the Act.
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act.
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act.
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
       
 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
       
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
 
5 of 9 Pages

 
CUSIP No. 65563C105
 
Item 4.
 
Ownership
   
 
(a)
Amount beneficially owned — PWAM is the investment manager of PWIMF and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI”).  Peter S. Park is the sole member and manager of PWAM.
 
As of December 31, 2012, the Reporting Persons’ beneficial ownership were as follows: (i) PWAM beneficially owned 0 Shares,  (ii) Peter S. Park, as sole member and manager of PWAM, beneficially owned 0 Shares beneficially owned by PWAM; and (iii) PWIMF beneficially owned 0 Shares.
 
The Reporting Persons, within the ordinary course of business, previously purchased securities of the Company.  The Reporting Persons did not acquire securities in the Company with the purpose, nor with the effect of changing or influencing the control of the issuer, nor in connection with or as a participant in any transaction having such purpose or effect.  The Reporting Persons previously purchased, and may in the future purchase, shares on the open market at prevailing prices.
     
 
(b)
Percent of class —As of December 31, 2012, the Reporting Persons’ beneficial ownership, were as follows:  (i) PWAM beneficially owned 0% of the outstanding Issuer Common Shares; (ii) Peter S. Park beneficially owned 0% of the outstanding Issuer Common Shares; (iii) PWIMF beneficially owned 0% of the outstanding Issuer Common Shares.
     
 
(c)
Number of shares as to which the person has:
     
   
(i)
Sole power to vote or to direct voting — 0
       
   
(ii)
Shared power to vote or to direct voting — 0
       
   
(iii)
Sole power to dispose or to direct disposition — 0
       
   
(iv)
Shared power to dispose or to direct disposition — 0
 
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 x.
 
Item 6.
 
 
Ownership of More than Five Percent on Behalf of Another Person.
   
Peter S. Park is the sole member and manager of PWAM.
 
 
6 of 9 Pages

 
CUSIP No. 65563C105
 
 
Item 7.
 
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
   
Not Applicable.
 
Item 8.
 
 
Identification and Classification of Members of the Group
   
Not Applicable.
 
Item 9.
 
 
Notice of Dissolution of Group
   
Not Applicable.
 
Item 10.
 
 
Certification
   
By signing below I certify that, to the best of my 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.
 
 
7 of 9 Pages

 
CUSIP No. 65563C105
 
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.
 
 
 
February 14, 2013
Date
 
     
 
PARK WEST ASSET MANAGEMENT LLC
 
       
 
By:
/s/ James J. Watson  
  Name: James J. Watson  
  Title: Chief Financial Officer  
       
       
 
PARK WEST INVESTORS MASTER FUND, LIMITED
 
       
 
By:
Park West Asset Management LLC, its
Investment Manager
 
       
    By:
/s/ James J. Watson
 
    Name:   James J. Watson  
    Title:     Chief Financial Officer  
       
 
/s/Peter S. Park
 
 
Peter S. Park
 
 
 
8 of 9 Pages

 
CUSIP No. 65563C105
 
Exhibit 1
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, no par value, of Nordion Inc.; and further agree that this Joint Filing Agreement be included as Exhibit 1.  In evidence thereof, the undersigned hereby execute this agreement this 14th day of February, 2013.
 
 
     
 
PARK WEST ASSET MANAGEMENT LLC
 
       
 
By:
/s/ James J. Watson  
  Name: James J. Watson  
  Title: Chief Financial Officer  
       
       
 
PARK WEST INVESTORS MASTER FUND, LIMITED
 
       
 
By:
Park West Asset Management LLC, its
Investment Manager
 
       
    By:
/s/ James J. Watson
 
    Name:   James J. Watson  
    Title:    Chief Financial Officer  
        
       
       
 
/s/Peter S. Park
 
 
Peter S. Park
 
 
9 of 9 Pages