-----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, DhY3GEweyBKMXtlYpl+bZq8RXAmfw8E8JwalMGvlA/eVHoErpvCemxvzYJ87us6v G/FSTmo23yLpv/cU/R+OyQ== 0001193125-06-008022.txt : 20060118 0001193125-06-008022.hdr.sgml : 20060118 20060118172050 ACCESSION NUMBER: 0001193125-06-008022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEGIS COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0000778426 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752050538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47813 FILM NUMBER: 06536268 BUSINESS ADDRESS: STREET 1: 7880 BENT BRANCH DRIVE STREET 2: SUITE 150 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 9728301800 FORMER COMPANY: FORMER CONFORMED NAME: ATC COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19960930 FORMER COMPANY: FORMER CONFORMED NAME: NRP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REFERENCE PUBLISHING INC DATE OF NAME CHANGE: 19880726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: World Focus CENTRAL INDEX KEY: 0001309221 IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 FRERE FELIX DE VALOIS STREET CITY: PORT LOUISE STATE: O4 ZIP: 0000000000 BUSINESS PHONE: 230-202-3000 MAIL ADDRESS: STREET 1: 10 FRERE FELIX DE VALOIS STREET CITY: PORT LOUISE STATE: O4 ZIP: 0000000000 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under The Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

 

AEGIS COMMUNICATIONS GROUP, INC.

(Name of Issuer)

 

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

 

00760B105    

(CUSIP Number)

 

 

Uday Gujadhur

World Focus

10, Frere Felix de Valois Street

Port Louis, Mauritius

(230) 202-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

December 28, 2005

(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.  ¨

 

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 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).

SCHEDULE 13D

CUSIP No. 00760B105

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

            World Focus

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

            OO

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Mauritius

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7.    Sole Voting Power

 

                901,522,764

 

  8.    Shared Voting Power

 

                0

 

  9.    Sole Dispositive Power

 

                901,522,764

 

10.    Shared Dispositive Power

 

                0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            901,522,764

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  

x

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            78.6% (SEE ITEM 5)

    
14.  

Type of Reporting Person (See Instructions)

 

            OO

    

 

 

Item 1. Security and Issuer.

 

This Amendment No. 1 (the “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on November 2, 2005 (collectively, the “Schedule 13D”). The class of equity securities to which this statement on Schedule 13D (this “Statement”) relates is the common stock, par value $.01 per share (the “Common Stock”), of Aegis Communications Group, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 8001 Bent Branch Drive, Irving, Texas 75063. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Items 3 and 5 of Schedule 13D are hereby amended to include the following information:

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of Schedule 13D is hereby amended by adding the following to and after the first and only paragraph thereof:

 

World Focus obtained an additional 487,164,064 shares of Common Stock pursuant to a Debt Conversion Agreement, dated November 30, 2005, between World Focus and the Company (the “Debt Conversion Agreement”). Under the terms of the Agreement, World Focus converted the total amount of outstanding principal and accrued interest that it held under three promissory notes, which evidenced indebtedness of the Company, into shares of Common Stock of the Company. The debt conversion total under those three promissory notes on December 28, 2005 was $18,512,234.42. Under the terms of the Debt Conversion Agreement, the debt conversion total was converted into shares of common stock of the Company at a conversion price of $0.038 per share, for a total of 487,164,064 shares.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of Schedule 13D is hereby deleted in its entirety and the following substituted therefore:

 

(a) – (b) On December 28, 2005, World Focus owned 901,522,764 shares of the Company’s Common Stock. Based on the 1,147,217,086 shares of Common Stock issued and outstanding as of December 28, 2005, World Focus beneficially owns approximately 78.6% of the outstanding Common Stock. World Focus has the sole power to vote and the sole power to dispose of all shares of the Common Stock beneficially owned by it.

 

(c) Except for the transactions described herein, there were no transactions effected in the past sixty days in this class of securities by World Focus.

 

(d) Not applicable.

 

(e) Not applicable.

Signature

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: January 18, 2006

 

WORLD FOCUS

 

By:         /s/ Mohanan Aniyath

Name:    Mohanan Aniyath

Title:       Authorised Signatory

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