0001013594-12-000314.txt : 20120627 0001013594-12-000314.hdr.sgml : 20120627 20120627162443 ACCESSION NUMBER: 0001013594-12-000314 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120627 DATE AS OF CHANGE: 20120627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGEND INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001132143 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 233067904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78004 FILM NUMBER: 12929798 BUSINESS ADDRESS: STREET 1: LEVEL 8 580 ST KILDA RD STREET 2: MELBOURNE CITY: VICTORIA STATE: C3 ZIP: 8008 BUSINESS PHONE: 61392341000 MAIL ADDRESS: STREET 1: LEVEL 8 580 ST KILDA RD STREET 2: MELBOURNE CITY: VICTORIA STATE: C3 ZIP: 8008 FORMER COMPANY: FORMER CONFORMED NAME: SUNDEW INTERNATIONAL INC DATE OF NAME CHANGE: 20010112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGALS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001542838 IRS NUMBER: 454228900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-256-8402 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Regals Management LP DATE OF NAME CHANGE: 20120221 SC 13G/A 1 legend13ga-062712.htm JUNE 27, 2012 legend13ga-062712.htm
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C.  20549
 
--------------------------------------------------------------------------------
 
SCHEDULE 13G
(Amendment No. 2)
 
Under the Securities Exchange Act of 1934
 
Legend International Holdings, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
52467C100
(CUSIP Number)
 
June 25, 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:
 
[   ]           Rule 13d-1(b)
 
[X ]           Rule 13d-1(c)
 
[    ]           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 (“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).
 
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
 

 
 

 


1
NAME OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Regals Capital Management LP (f/k/a Regals Management LP)
 
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
 
None
 
6
SHARED VOTING POWER
 
46,914,015
 
7
SOLE DISPOSITIVE POWER
 
None
 
8
SHARED DISPOSITIVE POWER
 
46,914,015
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
46,914,015
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)[  ]
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
18.8%
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
 

 


 
1
NAME OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Regals Fund LP
 
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
 
None
 
6
SHARED VOTING POWER
 
46,914,015
 
7
SOLE DISPOSITIVE POWER
 
None
 
8
SHARED DISPOSITIVE POWER
 
46,914,015
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
46,914,015
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)[  ]
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
18.8%
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
 

 


1
NAME OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
David M. Slager
 
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
 
Dutch
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
5
SOLE VOTING POWER
 
None
 
6
SHARED VOTING POWER
 
46,914,015
 
7
SOLE DISPOSITIVE POWER
 
None
 
8
SHARED DISPOSITIVE POWER
 
46,914,015
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
46,914,015
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)[  ]
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
18.8%
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 

 
 
 

 
This Amendment No. 2 is filed with respect to the shares of Common Stock (as defined below) of Legend International Holdings, Inc., beneficially owned by the Reporting Persons (as defined below) and amends and restates the initial Schedule 13G filed by the Reporting Persons on March 8, 2012, as amended on June 13, 2012 (collectively, the "Schedule 13G").
 
Item 1(a).
Name of Issuer:
 
Legend International Holdings, Inc. (the “Issuer”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia
 
Item 2(a).
Name of Person Filing
 
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
i)
Regals Capital Management LP (f/k/a Regals Management LP) (“Regals Management”), which serves as investment manager to Regals Fund LP (“Regals Fund”) with respect to the shares of Common Stock (as defined in Item 2(d) below) directly owned by Regals Fund;
 
 
ii)
Regals Fund; and
 
 
iii)
David M. Slager (“Mr. Slager”), who serves as the Managing Member of Regals Management and controls its business activities.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence
 
The address of the principal business office of each of Regals Management, Regals Fund and Mr. Slager is 152 West 57th Street, 9th Floor, New York, New York 10019.
 
Item 2(c).
Citizenship
 
i)  
Regals Management is a Delaware limited partnership;
 
ii)  
Regals Fund is a Delaware limited partnership; and
 
iii)  
Mr. Slager is a citizen of the Netherlands.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.001 per share (the “Common Stock”)
 

 
 

 

Item 2(e).
CUSIP Number:
 
52467C100
 
Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
 
This Item 3 is not applicable.
 
Item 4.
Ownership:
 
Item 4(a)
Amount Beneficially Owned:
 
See Item 9 of the attached cover page.
 
Item 4(b)
Percent of Class:
 
See Item 11 of the attached cover page.
 
Item 4(c)
Number of Shares of which such person has:
 
 
(i)
Sole power to vote or direct the vote:
 
See Item 5 of the attached cover page.
 
 
(ii)
Shared power to vote or direct the vote:
 
See Item 6 of the attached cover page.
 
 
(iii)
Sole power to dispose or direct the disposition of:
 
See Item 7 of the attached cover page.
 
 
(iv)
Shared power to dispose or direct the disposition of:
 
See Item 8 of the attached cover page.
 
Regals Management is the investment manager of Regals Fund, the owner of record of the Common Stock reported herein.  Mr. Slager is the managing member of the general partner of Regals Management.  All investment decisions are made by Mr. Slager, and thus the power to vote or direct the votes of the Common Stock reported herein, as well as the power to dispose or direct the disposition of the Common Stock reported herein is held by Mr. Slager through Regals Management.
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 

 
 

 

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
 
This Item 7 is not applicable.
 
Item 8.
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below each of the Reporting Persons certifies that, to the best of their 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.
 

 
 

 

SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, each of the Reporting Persons certifies that the information set forth in this statement is true, complete and correct.
 
 
Date:           June 27, 2012
REGALS CAPITAL MANAGEMENT LP
By: Regals Holdings LLC, its general partner
 
 
 
By:  /s/ David M. Slager
        Name:  David M. Slager
        Title:    Managing Member
 
Date:           June 27, 2012
REGALS FUND LP
By: Regals Fund GP LLC, its general partner
 
 
 
By:   /s/ David M. Slager
        Name:  David M. Slager
        Title:    Managing Member
 
Date:          June 27, 2012
DAVID M. SLAGER
 
 
 
By:   /s/ David M. Slager
        Name:  David M. Slager
 


 

 
 

 

EXHIBIT INDEX
 
Ex.
 
Page No.
 
A.    Joint Filing Agreement, dated as of June 27, 2012 by and among Regals Capital Management LP, Regals Fund LP and David Slager
9

 

 
 

 

EXHIBIT A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.001 per share, of Legend International Holdings, Inc., dated as of June 27, 2012 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
Date:           June 27, 2012
REGALS CAPITAL MANAGEMENT LP
By: Regals Holdings LLC, its general partner
 
 
 
By:  /s/ David M. Slager
        Name:  David M. Slager
        Title:    Managing Member
 
Date:           June 27, 2012
REGALS FUND LP
By: Regals Fund GP LLC, its general partner
 
 
 
By:   /s/ David M. Slager
        Name:  David M. Slager
        Title:    Managing Member
 
Date:          June 27, 2012
DAVID M. SLAGER
 
 
 
By:   /s/ David M. Slager
        Name:  David M. Slager