1
|
NAME OF REPORTING PERSONS:
COUNSEL COMMUNICATIONS, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
13-4100763
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY:
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:
16,797,006 (SEE ITEM 5)
|
8
|
SHARED VOTING POWER
0 (SEE ITEM 5)
|
|
9
|
SOLE DISPOSITIVE POWER:
16,797,006 (SEE ITEM 5)
|
|
10
|
SHARED DISPOSITIVE POWER:
0 (SEE ITEM 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
16,797,006 SHARES OF COMMON STOCK (SEE ITEM 5)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
62.3% (SEE ITEM 5)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
1
|
NAME OF REPORTING PERSONS:
COUNSEL LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
06-1591491
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY:
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:
3,847,475 (SEE ITEM 5)
|
8
|
SHARED VOTING POWER
0 (SEE ITEM 5)
|
|
9
|
SOLE DISPOSITIVE POWER:
3,847,475 (SEE ITEM 5)
|
|
10
|
SHARED DISPOSITIVE POWER:
0 (SEE ITEM 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
20,644,481 SHARES OF COMMON STOCK (SEE ITEM 5)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
76.6% (SEE ITEM 5)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
1
|
NAME OF REPORTING PERSONS:
COUNSEL CAPITAL CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
98-0352318
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY:
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
ONTARIO, CANADA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:
0 (SEE ITEM 5)
|
8
|
SHARED VOTING POWER
0 (SEE ITEM 5)
|
|
9
|
SOLE DISPOSITIVE POWER:
0 (SEE ITEM 5)
|
|
10
|
SHARED DISPOSITIVE POWER:
0 (SEE ITEM 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
20,644,481 SHARES OF COMMON STOCK (SEE ITEM 5)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
76.6% (SEE ITEM 5)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
|
1
|
NAME OF REPORTING PERSONS:
COUNSEL CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
98-0352310
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY:
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
ONTARIO, CANADA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:
0 (SEE ITEM 5)
|
8
|
SHARED VOTING POWER
0 (SEE ITEM 5)
|
|
9
|
SOLE DISPOSITIVE POWER:
0 (SEE ITEM 5)
|
|
10
|
SHARED DISPOSITIVE POWER:
0 (SEE ITEM 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
20,644,481 SHARES OF COMMON STOCK (SEE ITEM 5)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
76.6% (SEE ITEM 5)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
|
Item 1.
|
Security and Issuer
|
7
|
Item 2.
|
Identity and Background
|
7
|
Item 3.
|
Source and Amount of Funds or Other Consideration:
|
8
|
Item 4.
|
Purpose of Transaction
|
8
|
Item 5.
|
Interest in Securities of the Issuer
|
8
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
9
|
Item 7.
|
Material to Be Filed as Exhibits
|
9
|
SIGNATURES
|
10
|
|
Exhibit Index
|
14
|
(a)
|
The reporting persons are (i) Counsel Corporation, an Ontario, Canada corporation (“Counsel”), (ii) Counsel Capital Corporation, an Ontario, Canada corporation and wholly-owned subsidiary of Counsel (“Counsel Capital”), (iii) Counsel LLC, a Delaware limited liability company that is owned jointly by Counsel and Counsel Capital (“Counsel LLC”), and (iv) Counsel Communications, LLC, a Delaware limited liability company that is owned by Counsel LLC (“Counsel Communications”). The directors and executive officers of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications as of the date hereof are set forth on Schedule A attached to the Schedule 13D and are incorporated herein by reference (“Schedule A”).
|
(b)
|
The principal business address of each of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications is: 1 Toronto Street, Suite 700, Toronto, Ontario M5C 2V6. The principal business address of each of the directors and executive officers of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications is set forth on Schedule A.
|
(c)
|
Counsel is a private equity investor and alternative asset manager that actively partners with businesses to achieve shared success and to unlock value through leveraging its relationships, access to capital and strategic market experience. Counsel currently operates in four specific sectors: asset liquidation, private equity, real estate, and patent licensing. Counsel Capital is a wholly-owned subsidiary of Counsel. 11.05% of Counsel LLC is owned by Counsel Capital and the remaining 88.95% of Counsel LLC is owned by Counsel. Counsel Communications is a wholly-owned subsidiary of Counsel LLC.
|
|
The principal occupation of each director and executive officer of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications, including the principal business address and the address of any organization in which such employment is conducted, is set forth on Schedule A attached hereto and is incorporated herein by reference.
|
(d)
|
During the last five years, neither Counsel, Counsel Capital, Counsel LLC, Counsel Communications, nor any of their current directors or executive officers, has been convicted in a criminal proceeding.
|
(e)
|
During the last five years, neither Counsel, Counsel Capital, Counsel LLC, Counsel Communications, nor any of their directors or executive officers, has 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, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
With the exception of Mr. Furlong, Mr. Lomicka and Mr. Shimer, who are U.S. citizens, all of the directors and executive officers listed on Schedule A are Canadian citizens.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
Date:
|
March 25, 2011
|
COUNSEL CORPORATION
|
||
COUNSEL LLC
|
||
COUNSEL COMMUNICATIONS, LLC
|
||
COUNSEL CAPITAL CORPORATION
|
||
By:
|
/s/ Stephen A. Weintraub
|
|
Stephen A. Weintraub
|
||
Officer of Each Reporting Person
|
Name
|
Address
|
|
Allan C. Silber
Chairman and Chief Executive Officer
Counsel Corporation
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
|
Stephen A. Weintraub
Executive Vice President, Secretary
and Chief Financial Officer
Counsel Corporation
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
|
Ronald Appleby
Partner, Robins, Appleby & Taub LLP
|
120 Adelaide Street West, Suite 2600
Toronto, ON M5H 1T1
|
|
Tibor Donath
Partner, Bench & Donath
|
970 Lawrence Ave. West, Suite 209
Toronto, ON M6A 3B6
|
|
Michael Florence
President, Sherfam Inc.
|
150 Signet Drive
Toronto, ON M9L 1T9
|
|
Jonathan Goodman
President & Director, Monitor Company Canada
|
100 Simcoe St., 5th Floor
Toronto, ON M5H 3G2
|
|
William H. Lomicka
Chairman, Coulter Ridge Capital Inc.
|
7406 North Secret Canyon Drive
Tucson, AZ 85718
|
|
Philip Reichmann
Founding Partner, RH Capital Partners Inc.
|
1 First Canadian Place, Suite 3300
Toronto, ON M5X 1B1
|
|
Barry Rotenberg
Senior Partner, Harris, Sheaffer LLP
|
4100 Yonge Street, Suite 610
Toronto, ON M5P 2B5
|
Name
|
Address
|
|
Allan C. Silber
Chairman and Chief Executive Officer
Counsel Corporation
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
|
Stephen A. Weintraub
Executive Vice President, Secretary
and Chief Financial Officer
Counsel Corporation
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
Name
|
Address
|
|
Allan C. Silber
Chairman and Chief Executive Officer
Counsel Corporation
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
Name
|
Address
|
|
Allan C. Silber
President
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
|
Stephen A. Weintraub
Senior Vice President & Secretary
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
Name
|
Address
|
|
Joseph F. Furlong, III
President & Chief Executive Officer
American HomePatient Inc.
|
5200 Maryland Way, Suite 400
Brentwood, TN 37027
|
|
Allan C. Silber
Chairman and Chief Executive Officer
Counsel Corporation
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
Name
|
Address
|
|
Allan C. Silber
President
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
|
Stephen A. Weintraub
Secretary
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
Name
|
Address
|
|
Samuel L. Shimer
Managing Director, SLC Capital Partners, LP
|
245 N. Bedford Road
Chappaqua, NY 10514
|
|
Allan C. Silber
Chairman and Chief Executive Officer
Counsel Corporation
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
Name
|
Address
|
|
Allan C. Silber
President
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
|
Stephen A. Weintraub
Secretary
|
1 Toronto Street, Suite 700
Toronto, ON M5C 2V6
|
To the Corporation:
|
|
Counsel RB Capital Inc.
|
|
Attn: Jonathan Reich
|
|
267 Central Avenue
|
|
White Plains, New York 10606
|
|
Phone: 914.614.1800
|
|
With a copy to:
|
|
Counsel Corporation
|
|
Attn: R. Adam Levy
|
|
1 Toronto Street, Suite 700
|
|
Toronto ON M5C 2V6
|
|
Canada
|
|
Phone: 416.866.3000
|
|
and
|
|
Harwell Howard Hyne Gabbert & Manner, P.C.
|
|
Attn: Curtis Capeling
|
|
315 Deaderick Street, Suite 1800
|
|
Nashville, Tennessee 37238
|
|
Phone: 615.256.0500
|
|
Fax: 615-251-1059
|
To Optionee:
|
|
Werklund Capital Corporation
|
|
Attn: Blake Lyon
|
|
4500 Canterra Tower
|
|
400 – 3rd Ave SW
|
|
Calgary, AB T2P 4H2
|
|
Phone: 403-231-6545
|
|
Fax: 403-231-6549
|
|
With a copy to:
|
|
TingleMerrett LLP
|
|
Attn: Jeffrey A. Helper
|
|
1250, 639 – 5th Avenue SW
|
|
Calgary, AB T2P 0M9
|
|
Phone: 403-571-8011
|
|
Fax: 403-571-8008
|
CORPORATION:
|
|||
COUNSEL CORPORATION
|
|||
an Ontario corporation
|
|||
By:
|
/s/ Allan Silber
|
||
Allan Silber, Chairman & CEO
|
|||
OPTIONEE:
|
|||
WERKLUND CAPITAL CORPORATION
|
|||
a Nova Scotia corporation
|
|||
By:
|
/s/ Blake Lyon
|
||
Blake Lyon, President
|