0000947871-08-000256.txt : 20080502 0000947871-08-000256.hdr.sgml : 20080502 20080502130519 ACCESSION NUMBER: 0000947871-08-000256 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080502 DATE AS OF CHANGE: 20080502 GROUP MEMBERS: INTERNATIONAL INVESTMENTS VENNER INC. GROUP MEMBERS: THE BIRD ISLAND TRUST GROUP MEMBERS: VENNER CAPITAL S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOFIX INTERNATIONAL N V CENTRAL INDEX KEY: 0000884624 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52209 FILM NUMBER: 08797813 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAINES COOPER ROBERT CENTRAL INDEX KEY: 0001213559 STATE OF INCORPORATION: P8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ORTHOFIX INC STREET 2: 7 ABRAM DE VEERATRAST CITY: NETHERLANDS ANTILLEA STATE: P8 ZIP: 9999999999 BUSINESS PHONE: 599 9 465 8525 MAIL ADDRESS: STREET 1: C/O ORTHOFIX INC STREET 2: 10115 KINCEY AVE STE 250 CITY: HUNTERSVILLE STATE: NC ZIP: 28078 SC 13G 1 ss36684_sc13g.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

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)

Orthofix International N.V.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

N6748L102

(CUSIP Number)

December 19, 2007

(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)

* 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. N6748L102

SCHEDULE 13G

Page 2 of 10 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Gaines Cooper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Seychelles
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 905,773
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 905,773
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 905,773
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.30%
12	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. N6748L102

SCHEDULE 13G

Page 3 of 10 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Bird Island Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 187,500
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 187,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,500
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.097%
12	TYPE OF REPORTING PERSON (See Instructions) 00

CUSIP No. N6748L102

SCHEDULE 13G

Page 4 of 10 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Venner Capital S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 200,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 200,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.170%
12	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. N6748L102

SCHEDULE 13G

Page 5 of 10 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) International Investments Venner Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 518,273
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 518,273
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 518,273
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.033%
12	TYPE OF REPORTING PERSON (See Instructions) CO

Item 1(a).	Name of Issuer: Orthofix International N.V.

Item 1(b).	Address of Issuer's Principal Executive Offices:

		7 Abraham de Veerstraat
		Curacao
		Netherlands Antilles

Item 2(a).	Name of Person Filing:

		Robert Gaines Cooper
		The Bird Island Trust
		Venner Capital S.A.
		International Investments Venner Inc.

Item 2(b)	Address of Principal Business Office or, if none, Residence:

		Robert Gaines Cooper
		c/o Venner Capital SA
		Osprey House
		PO Box 862
		Old Street
		St Helier
		Jersey
		JE4 2ZZ
		UK

		The Bird Island Trust
		Lova Center
		PO Box 1150
		FL-9490 Vaduz
		Liechtenstein

		Venner Capital S.A.
		Osprey House
		PO Box 862
		Old Street
		St Helier
		Jersey
		JE4 2ZZ
		UK

		International Investments Venner Inc.
		Lova Center
		PO Box 1150
		FL-9490 Vaduz
		Liechtenstein


Item 2(c).	Citizenship:

		Robert Gaines Cooper – Seychelles

		The Bird Island Trust – Liechtenstein
		Venner Capital S.A. – Panama
		International Investments Venner Inc. – British Virgin Islands



Item 2(d).	Title of Class of Securities: Common Stock



Item 2(e).	CUSIP Number: N6748L102

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), 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
	(e)	o	Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
	(f)	o	Employment Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F)
	(g)	o	Parent Holding Company, in accordance with section 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
	(h)	o	Group, in accordance with section 240.13d-1(b)(1)(ii)(H)

Item 4.	Ownership

	(a) Amount beneficially owned:
		Robert Gaines Cooper – 905,773 shares consisting of:
			The Bird Island Trust – 187,500 shares
			Venner Capital S.A. – 200,000 shares
			International Investments Venner Inc. – 518,273 shares

	(b) Percent of Class:
		Robert Gaines Cooper – 5.30%
		The Bird Island Trust – 1.097%
		Venner Capital S.A. – 1.170%
		International Investments Venner Inc. – 3.033%

	(c) Number of shares to which the person has:
		(i) Sole power to vote or to direct the vote:

			Robert Gaines Cooper – 0 shares
			The Bird Island Trust – 0 shares
			Venner Capital S.A. – 0 shares
			International Investments Venner Inc. – 0 shares

		(ii) Shared power to vote or direct the vote:

			Robert Gaines Cooper – 905,773 shares
			The Bird Island Trust – 187,500 shares
			Venner Capital S.A. – 200,000 shares
			International Investments Venner Inc. – 518,273 shares

		(iii) Sole power to dispose or direct the disposition of:

			Robert Gaines Cooper – 0 shares
			The Bird Island Trust – 0 shares
			Venner Capital S.A. – 0 shares
			International Investments Venner Inc. – 0 shares

		(iv) Shared power to dispose or direct the disposition of:

			Robert Gaines Cooper – 905,773 shares
			The Bird Island Trust – 187,500 shares

			Venner Capital S.A. – 200,000 shares
			International Investments Venner Inc. – 518,273 shares


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 o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

	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 we certify that, to the best of our 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.

SIGNATURES

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: May 2, 2008

	ROBERT GAINES COOPER

By:	/s/ Robert Gaines Cooper
	Robert Gaines Cooper


	THE BIRD ISLAND TRUST

By:	/s/ Dr. iur. Thomas Wilhelm
	Name: Dr. iur. Thomas Wilhelm
	Title: Trustee


	VENNER CAPITAL S.A.

By:	/s/ Robert Gaines Cooper
	Name: Robert Gaines Cooper
	Title: Chairman and Director


	INTERNATIOANL INVESTMENTS VENNER INC.

By:	/s/ Robert Gaines Cooper
	Name: Robert Gaines Cooper
	Title: Power of Attorney

EX-99 2 ss36684_ex9901.htm POWER OF ATTORNEY

Dated

22nd February

1994

POWER OF ATTORNEY

CERTIFIED TRUE COPY OF
ORIGINAL DOCUMENT

Jersey this 25th day of April, 2008

Robert Harman, Notary Public, 3rd Floor Mielles House, La Rue des Mielles,

St Helier, Jersey, JE2 3QD, British Channel Islands

/s/ Robert Harman

ROBERT HARMAN

NOTARY PUBLIC

3RD FLOOR, MIELLES HOUSE,

LA RUE DES MIELLES,

ST. HELIER, JERSEY, JE2 3QD

Tel: 01534 766077 FAX: 01534 766088

THIS POWER OF ATTORNEY is granted on the 22nd day of February 1994

1.	INTERNATIONAL INVESTMENTS VENNER INC ("the Company") of Tropic Isle Building, PO Box 438, Road Town, Tortola, British Virgin Islands appoints ROBERT GAINES COOPER ("the Attorney") of Bois Noir Anse Aux Pins P.O. Box 221 Mahe Seychelles to be its Attorney with authority to do the acts and things specified in Clause 2 on its behalf in relation to all its property and affairs worldwide excluding the United Kingdom.

2.	The Attorney has authority worldwide excluding the UK in the name and on behalf of the Company and on such terms and conditions as may seem to him expedient to:–

	2.1	carry on the business of the Company;

	2.2	make contracts;

	2.3	sell or otherwise dispose of the Company's property by public auction or private contract and with or without advertisement;

	2.4	raise or borrow money and grant security for this purpose over the Company's property;

	2.5	grant or accept a surrender of a lease or tenancy of any of the Company's property;

	2.6	take a lease or tenancy of any property required or convenient for the business of the Company;

	2.7	buy or hire property of every description;

	2.8	effect and maintain insurance in respect of the business and property of the Company;

	2.9	appoint a lawyer or accountant or other professionally qualified person to assist him in the performance of his functions;

	2.10	bring or defend any action or other legal proceedings;

	2.11	make such settlement, compromise or other arrangement as he considers expedient;

	2.12	refer to arbitration any question effecting the Company;

	2.13	appoint any agent to do any business which he is unable to do himself or which can more conveniently be done by an agent;

	2.14	employ and dismiss employees;

	2.15	operate open and close any banking account;

	2.16	draw, accept, make and endorse any bill of exchange or promissory note;

	2.17	give and accept receipts;

	2.18	discharge all debts owing by the Company;

	2.19	receive all money owing to the Company;

	2.20	invest any other company's money in such investments as he considers appropriate;

	2.21	make any payment which is necessary or incidental to the performance of his functions;

	2.22	execute all deeds and other documents and for that purpose to use when necessary the Company's seal; and

2.23

do all other things incidental to the exercise of the above powers or which he considers necessary or expedient for the interests of the Company.

IN WITNESS whereof this instrument has been duly executed as a Deed the day and year first above written

THE COMMON SEAL of INTERNATIONAL	)
INVESTMENTS VENNER INC was	)
hereunto affixed in the presence	)
of:–

	/s/ Robert Anthony Clifford
DIRECTOR	For and on behalf of
	ACASIA CORPORATE SERVICES LIMITED

	/s/ Anne Barrett
Secretary	For and on behalf of
	ONBOND SECRETARIES LIMITED

Executed at St. Helier in the

Island of Jersey this 22nd day

of February 1994

Before me

/s/ Geoffrey St.C. Cornwall

GEOFFREY ST.C. CORNWALL

NOTARY PUBLIC

FIRST FLOOR SUITE, 5 MINDEN PLACE

ST. HELINER, JERSEY, JE2 4WQ

TEL: 0534 66077 FAX: 0534 55088