legend13d-081612.htm
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Legend International Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
52467C100
(CUSIP Number)
Jamie L. Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 7, 2012
(Date of Event which Requires 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box þ.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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).
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1
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NAME OF REPORTING PERSONS
Regals Capital Management LP (f/k/a Regals Management LP)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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3
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SEC USE ONLY
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| 4 |
SOURCE OF FUNDS
AF
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| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
70,345,195
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
70,345,195
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,345,195
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSONS
Regals Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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3
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SEC USE ONLY
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| 4 |
SOURCE OF FUNDS
WC
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| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
70,345,195
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
70,345,195
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,345,195
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSONS
David M. Slager
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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3
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SEC USE ONLY
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| 4 |
SOURCE OF FUNDS
AF
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| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
70,345,195
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
70,345,195
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,345,195
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14
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TYPE OF REPORTING PERSON
IN
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The Reporting Persons (as defined below) had previously reported their holdings in the Schedule 13G filed on March 8, 2012, as amended.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Legend International Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia.
Item 2. Identity and Background.
(a) NAME
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”);
ii) Regals Fund LP (“Regals Fund”); and
iii) David M. Slager (“Mr. Slager”).
(b) RESIDENCE OR BUSINESS ADDRESS
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.
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED
The principal business of Regals Management is to serve as the investment manager to Regals Fund.
The principal business of Regals Fund is that of a private investment fund engaged in the purchase and sale of securities for its own account.
Mr. Slager’s primary business is serving as the managing member of the general partner of Regals Management. Mr. Slager is deemed to control the business activities of Regals Management.
(d), (e) CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS
During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
(f) CITIZENSHIP
Each of Regals Management and Regals Fund is a Delaware limited partnership.
Mr. Slager is a citizen of the Netherlands.
.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired the securities reported herein at an aggregate cost of approximately $6,682,931 (including commissions). The funds used to purchase these securities were obtained from the general working capital of Regals Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock for investment purposes. Depending upon market conditions and other factors that they may deem material, the Reporting Persons may purchase additional shares of Common Stock and/or related securities, or may dispose of all or a portion of the Common Stock or related securities that they have acquired or may hereafter acquire.
The Reporting Persons reserve the right to discuss and/or meet with management, the Board of Directors of the Issuer and other shareholders and/or formulate plans or proposals regarding the Issuer or its securities. Except as set forth herein, none of the Reporting Persons has any plans or proposals that related to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned:
See Item 11 of the attached cover page
Percent of class:
See Item 13 of the attached cover page
(b) Number of Common Shares as to which such Reporting Peson has:
(i) Sole power to vote or direct the vote:
See Item 7 of the attached cover page
(ii) Shared power to vote or direct the vote:
See Item 8 of the attached cover page
(iii) Sole power to dispose or direct the disposition:
See Item 9 of the attached cover page
(iv) Shared power to dispose or direct the disposition:
See Item 10 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
(c) A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days is attached as Exhibit 1.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
The following documents are filed as exhibits:
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Exhibit 1:
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List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days
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Exhibit 2:
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Joint Filing Agreement, dated as of August 17, 2012 by and among Regals Management LP, Regals Fund and David Slager
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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.
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Date: August 17, 2012
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REGALS CAPITAL MANAGEMENT LP
By: Regals Capital Holdings LLC, its general partner
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By: /s/ David M. Slager
Name: David M. Slager
Title: Managing Member
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Date: August 17, 2012
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REGALS FUND LP
By: Regals Fund GP LLC, its general partner
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By: /s/ David M. Slager
Name: David M. Slager
Title: Managing Member
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Date: August 17, 2012
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DAVID M. SLAGER
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By: /s/ David M. Slager
Name: David M. Slager
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EXHIBIT 1
Transactions of the Reporting Persons Effected
During the Past 60 Days
The following transactions were effected by Regals Fund LP during the past sixty (60) days:
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Date
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Security
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Amount of Shares
Bought (Sold)
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Approx. price per
Share
(excl. commissions)
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Where Transaction
was Effected
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07-Aug-2012
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Common Stock
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23,431,180
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$.07
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Open Market
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25-June-2012
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Common Stock
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22,640,725
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$.10
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Private Transaction*
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08-June-2012
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Common Stock
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1,729,759
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$.07
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Private Transaction
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* These securities were acquired through a private issuance from the Issuer. The terms were agreed to on June 25, 2012, and the transaction was effective on July 3, 2012.
No other transactions were effected by the Reporting Persons during the past 60 days.
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Legend International Holdings, Inc. dated as of August 17, 2012 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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Date: August 17, 2012
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REGALS CAPITAL MANAGEMENT LP
By: Regals Capital Holdings LLC, its general partner
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By: /s/ David M. Slager
Name: David M. Slager
Title: Managing Member
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Date: August 17, 2012
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REGALS FUND LP
By: Regals Fund GP LLC, its general partner
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By: /s/ David M. Slager
Name: David M. Slager
Title: Managing Member
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Date: August 17, 2012
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DAVID M. SLAGER
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By: /s/ David M. Slager
Name: David M. Slager
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