-----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, SSoY6bNWMXyLwQyRSwfSuszzWNwtbLHvIgeeHpp0hmciMLP+L8K56mL7gQrNyjMp FXRjbFnk2MmrHRimhBVpsg== 0000950144-04-002104.txt : 20040308 0000950144-04-002104.hdr.sgml : 20040308 20040308165434 ACCESSION NUMBER: 0000950144-04-002104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040308 GROUP MEMBERS: MILLENNIUM PARTNERS GROUP MEMBERS: STEPHANIE J. KOSSAR FUND GROUP MEMBERS: VALERIE L. KOSSAR FU FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOSSAR CAROL CENTRAL INDEX KEY: 0001282831 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3100 S OCEAN BLVD STREET 2: PH 705N CITY: PALM BEACH STATE: FL ZIP: 33480 MAIL ADDRESS: STREET 1: 301 YAMOTA ROAD STREET 2: SUITE 2212 CITY: BOCA RATON STATE: FL ZIP: 33431 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL DATA NETWORKS INC CENTRAL INDEX KEY: 0000949371 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911426372 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57499 FILM NUMBER: 04655228 BUSINESS ADDRESS: STREET 1: 3102 MAPLE AVE STREET 2: STE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149697200 MAIL ADDRESS: STREET 1: 3102 MAPLE AVE SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 g87668csc13d.htm I2 TELECOM INTERNATIONAL, INC. i2 Telecom International, Inc.
 

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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. )*

i2 Telecom International, Inc.

(Name of Issuer)

common stock, no par value

(Title of Class of Securities)

45070D 10 1

(Cusip Number)

Millennium Partners, LP
Stephaine J. Kossar Fund under Bernard R. Kossar Children's Trust
Valerie L. Kossar Fund under Bernard R. Kossar Children's Trust
Carol Kossar
3100 S. Ocean Blvd., PH #705N
Palm Beach, FL 33480
Tel No.: 561-585-6260

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

February 26, 2004

(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. o

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).

 

 

             
CUSIP No. 45070D 10 1 Page 2 of 12 Pages
  1. Name of Reporting Person:
Millennium Partners, LP		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO (exchange of stock)
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Florida
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
640,599
8. Shared Voting Power:
0
9. Sole Dispositive Power:
640,599
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
640,599
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
6%
  14.Type of Reporting Person (See Instructions):
PN

2

 

             
CUSIP No. 45070D 10 1 Page 3 of 12 Pages
  1. Name of Reporting Person:
Stephanie J. Kossar Fund Under Bernard R. Kossar Children's Trust Under Agreement Dated December 15, 1986		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO (exchange of stock)
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Florida
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
59,220
8. Shared Voting Power:
640,599
9. Sole Dispositive Power:
59,220
10.Shared Dispositive Power:
640,599
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
699,819
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.4%
  14.Type of Reporting Person (See Instructions):
OO

3

 

             
CUSIP No. 45070D 10 1 Page 4 of 12 Pages
  1. Name of Reporting Person:
Valerie L. Kossar Fund Under Bernard R. Kossar Children's Trust Under Agreement Dated December 15, 1986		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO (exchange of stock)
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Florida
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
59,220
8. Shared Voting Power:
640,599
9. Sole Dispositive Power:
59,220
10.Shared Dispositive Power:
640,599
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
699,819
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.4%
  14.Type of Reporting Person (See Instructions):
OO

4

 

             
CUSIP No. 45070D 10 1 Page 5 of 12 Pages
  1. Name of Reporting Person:
Carol Kossar		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO (exchange of stock)
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
936,426
8. Shared Voting Power:
0
9. Sole Dispositive Power:
936,426
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
936,426
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.9%
  14.Type of Reporting Person (See Instructions):
IN

5

 

Item 1.  Security and Issuer.

     This Schedule 13D relates to the common stock, no par value per share (the “Issuer Common Stock”), of i2 Telecom International, Inc., a Washington corporation formerly known as Digital Data Networks, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 301 Yamato Road, Suite 2112, Boca Raton, Florida 33431.

Item 2.  Identity and Background.

     This Schedule is filed by each of the following reporting persons (each a “Reporting Person”): (i) Millennium Partners, LP; (ii) Stephanie J. Kossar Fund Under Bernard R. Kossar Children’s Trust Under Agreement Dated December 15, 1986 (the “SJK Fund”); (iii) Valerie L. Kossar Under Bernard R. Kossar Children’s Trust Under Agreement Dated December 15, 1986 (“VLK Fund”); and (iii) Carol Kossar.

     Millennium Partners, LP is a limited partnership organized under the laws of the State of Florida, with its principal place of business located at 3100 S. Ocean Blvd., PH#750N, Palm Beach, Florida 33480. Millennium Partners, LP’s principal business is to hold investments.

     The SJK Fund and the VLK Fund, established under agreements governed by Florida law, hold all the general partnership interest in Millennium Partners, LP. The Trustee of the SJK Fund and the VLK Fund is Carol Kossar, who is a citizen of the United States of America. Carol Kossar’s address is 3100 S. Ocean Blvd., PH#750N, Palm Beach, Florida 33480.

     During the last five years, none of the Reporting Persons has not been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors, and none of the Reporting Persons has been a party to any civil proceeding of a judicial body or administrative body of competent jurisdiction and 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 and state securities law or finding any violation with respect to such laws.

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

     On February 26, 2004, the Reporting Persons acquired beneficial ownership of the shares of Issuer Common Stock which are the subject of this Schedule 13D pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 30, 2004, among the Issuer, DDN Acquisition Corp., a wholly-owned subsidiary of the Issuer (“Merger Sub”), and i2 Telecom International, Inc., a Delaware corporation (“i2 Telecom Delaware”), in exchange for the shares of capital stock of i2 Telecom Delaware beneficially owned by the Reporting Persons. Further reference is made to the Merger Agreement, filed as Exhibit 2.1 to this Schedule 13D and incorporated herein by reference.

Item 4.  Purpose of Transaction.

     The Reporting Persons acquired beneficial ownership of the shares of the Issuer Common Stock that are the subject of this Schedule 13D as a result of, and pursuant to, a merger between Merger Sub and i2 Telecom Delaware (the “Merger”), the purpose of which was to facilitate the sale of the Issuer. To effect the Merger, a newly-formed subsidiary of the Issuer, Merger Sub, merged with and into i2

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Telecom Delaware. i2 Telecom Delaware is a low-cost telecommunications service provider employing next-generation Voice over Internet Protocol (“VoIP”) technology.

     Pursuant to the terms of the Merger Agreement, stockholders of i2 Telecom Delaware exchanged (i) all outstanding shares of common stock, $0.01 par value per share, of i2 Telecom Delaware, for an aggregate of 5,160,722 shares of Issuer Common Stock and 135,000 shares of the Issuer’s preferred stock series B, no par value (“Issuer Preferred Stock Series B”); (ii) all outstanding shares of preferred stock series A-1, $1.00 par value per share, of i2 Telecom Delaware for an aggregate of 22,500 shares of the Issuer’s preferred stock series A-1, no par value (“Issuer Preferred Stock Series A-1”); (iii) all outstanding shares of preferred stock series A-2, $1.00 par value per share, of i2 Telecom Delaware for an aggregate of 30,600 shares of the Issuer’s preferred stock series A-2, no par value (“Issuer Preferred Stock Series A-2”); and (iv) all outstanding shares of preferred stock series B, $1.00 par value per share, of i2 Telecom Delaware for an aggregate of 100,000 shares of the Issuer’s preferred stock series C, no par value (“Issuer Preferred Stock Series C”, and, together with the Issuer Preferred Stock Series A-1, the Issuer Preferred Stock Series A-2 and the Issuer Preferred Stock Series B, the “Issuer Preferred Stock”). Additionally, in connection with the Merger and in accordance with the Merger Agreement, the former holders of i2 Telecom Delaware’s capital stock may be entitled to receive up to an aggregate of 573,414 shares of Issuer Common Stock, 15,000 shares of Issuer Preferred Stock Series B, 2,500 shares of Issuer Preferred Stock Series A-1 and 3,400 shares of Issuer Preferred Stock Series A-2 as contingent consideration based upon the outcome of certain legal proceedings pending against i2 Telecom Delaware (the “Contingent Consideration”).

     The Issuer Preferred Stock is not registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange”). All of the Issuer Preferred Stock is convertible into Issuer Common Stock, subject to the effectiveness of an amendment to the Issuer’s Articles of Incorporation increasing the authorized number of shares of Issuer Common Stock to a number sufficient to permit the conversion of all outstanding shares of Issuer Preferred Stock. Such amendment will require the approval of the shareholders of the Issuer. Convening a special meeting of the Issuer’s shareholders to obtain such approval is contemplated by the Merger Agreement. Each share of Issuer Preferred Stock converts, subject to the effectiveness of an amendment to the Issuer’s Articles of Incorporation as described herein, into Issuer Common Stock as follows:

  (i)   one share of Issuer Preferred Stock Series B converts into 62.710656832559200 shares of Issuer Common Stock;

  (ii)   one share of Issuer Preferred Stock Series A-1 converts into 265.75209489446600 shares of Issuer Common Stock, subject to certain adjustments;

  (iii)   one share of Issuer Preferred Stock Series A-2 converts into 221.46001394340400 shares of Issuer Common Stock, subject to certain adjustments; and

  (iv)   one share of Issuer Preferred Stock Series C converts into 33.219011861808200 shares of Issuer Common Stock.

     In connection with the Merger, Millennium Partners, LP acquired sole voting and dispositive power with respect to 640,599 shares of Issuer Common Stock, 16,758 shares of Issuer Preferred Stock Series B, 2,700 shares of Issuer Preferred Stock Series A-1 and 900 shares of Issuer Preferred Stock

7

 

Series A-2 and may become entitled to acquire sole voting and dispositive power with respect to Contingent Consideration of up to 71,178 shares of Issuer Common Stock, 1,862 shares of Issuer Preferred Stock Series B, 300 shares of Issuer Preferred Stock Series A-1 and 100 shares of Issuer Preferred Series A-2

     In connection with the Merger, the SJK Fund acquired sole voting and dispositive power with respect to 59,220 shares of Issuer Common Stock, 1,549 shares of Issuer Preferred Stock Series B and 450 shares of Issuer Preferred Stock Series A-1 and may become entitled to acquire sole voting and dispositive power with respect to Contingent Consideration of up to 6,580 shares of Issuer Common Stock, 172 shares of Issuer Preferred Stock Series B and 50 shares of Issuer Preferred Stock Series A-1. Additionally, the VLK Fund, which holds half the general partnership interests in Millennium Partners, LP, exercises shared voting and dispositive power with respect to the shares of the Issuer’s capital stock which Millennium Partners, LP now holds or may become entitled to acquire as Contingent Consideration.

     In connection with the Merger, the VLK Fund acquired sole voting and dispositive power with respect to 59,220 shares of Issuer Common Stock, 1,549 shares of Issuer Preferred Stock Series B and 450 shares of Issuer Preferred Stock Series A-1 and may become entitled to acquire sole voting and dispositive power with respect to Contingent Consideration of up to 6,580 shares of Issuer Common Stock, 172 shares of Issuer Preferred Stock Series B and 50 shares of Issuer Preferred Stock Series A-1. Additionally, the VLK Fund, which holds half the general partnership interests in Millennium Partners, LP, exercises shared voting and dispositive power with respect to the shares of the Issuer’s capital stock which Millennium Partners, LP now holds or may become entitled to acquire as Contingent Consideration.

     In connection with the Merger, Carol Kossar, in her individual capacity and in her capacity as Trustee for the VLK Fund and the SJK Fund, acquired sole voting and dispositive power with respect to 936,426 shares of Issuer Common Stock, 24,496 shares of Issuer Preferred Stock Series B, 4,500 shares of Issuer Preferred Stock Series A-1 and 1,800 shares of Issuer Preferred Stock Series A-2 and may become entitled to acquire sole voting and dispositive power with respect to Contingent Consideration of up to 104,047 shares of Issuer Common Stock, 2,722 shares of Issuer Preferred Stock Series B, 500 shares of Issuer Preferred Stock Series A-1 and 200 shares of Issuer Preferred Series A-2.

     Pursuant to the Merger Agreement, effective February 26, 2004, all of the executive officers of the Issuer resigned, and the executive officers of i2 Telecom Delaware were appointed as the executive officers of the Issuer. The Merger Agreement also contemplates a majority change in the Issuer’s Board of Directors. Effective February 26, 2004, Paul R. Arena, a director and executive officer of i2 Telecom Delaware, was appointed to the Issuer’s Board of Directors. Donald B. Scott, Jr. and James F. Biagi. Jr., two of the three directors of the Issuer immediately prior to the Merger, will resign from the Issuer’s Board of Directors conditioned upon the fulfillment of the requirements of Rule 14f-1 of the Exchange Act. Upon such resignations, Audrey L. Braswell, Bernard Kossar (husband of Carol Kossar), Hubert Phipps and Anthony F. Zalenski, all current directors of i2 Telecom Delaware, will be appointed to the Issuer’s Board of Directors.

     Effective February 27, 2004, pursuant to that certain Asset Purchase Agreement, dated as of January 30, 2004, between the Issuer and InTransit Media, Inc. (“InTransit”), as amended by the First Amendment to Asset Purchase Agreement, dated as of February 26, 2004, between the Issuer and

8

 

InTransit (as so amended, the “Asset Purchase Agreement”), the Issuer sold substantially all of its assets relating to the operations of its wireless mass transit passenger advertising business in exchange for InTransit assuming certain obligations and liabilities relating to such assets (the “Asset Sale”). As a result of the Merger and the Asset Sale, the operations of the Issuer now consist of the operations of its wholly-owned subsidiary, i2 Telecom Delaware, a low-cost telecommunications service provider employing next-generation VoIP technology. Further reference is made to the Asset Purchase Agreement and the First Amendment to Asset Purchase Agreement, filed as Exhibits 2.2 and 2.3 to this Schedule 13D and incorporated herein by reference.

     Subsequent to the Merger, effective March 5, 2004, the Issuer changed its name from “Digital Data Networks, Inc.” to “i2 Telecom International, Inc.” The Issuer’s Board of Directors approved and authorized the name change and the approval of the shareholders was not required.

     
Item 5.
  Interest in Securities of the Issuer.
 
    
(a) – (b)
  See Items 7-13 of the cover page and Items 4 and 6 of this Schedule 13D. The percentage of outstanding shares of Issuer Common Stock set forth in the cover page has been computed based on a total of 9,426,586 shares of Issuer Common Stock outstanding, based upon 3,096,442 shares as reported in the Issuer’s Form 10-QSB for the period ended September 30, 2003, plus 5,160,722 shares of Issuer Common Stock issuable to the former stockholders of i2 Telecom Delaware in connection with the Merger, plus an aggregate of 1,169,422 shares of Issuer Common Stock issued to certain former officers of and consultants to the Issuer.
 
    
(c)
  No other transactions in Issuer Common Stock have been effected by any Reporting Person within the last sixty (60) days, except as otherwise reported in this Schedule 13D.
 
    
(d)
  Not Applicable.
 
    
(e)
  Not Applicable.
 
    
Item 6.
  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
    
  See Item 4 of this Schedule 13D for a description of the Merger Agreement.
Item 7.
  Material to be Filed as Exhibits.
 
    
2.1
  Agreement and Plan of Merger, dated as of January 20, 2004, among the Issuer, Merger Sub and i2 Telecom Delaware (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on February 2, 2004).
 
    
2.2
  Asset Purchase Agreement dated as of January 30, 2004, between the Issuer and InTransit Networks, Inc. (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed on February 2, 2004).
 
    
2.3
  First Amendment to Asset Purchase Agreement, dated as of February 26, 2004, between the Issuer and InTransit Media, Inc. (incorporated by reference to Exhibit 2.3 to the

9

 

     
  Schedule 13D filed with respect to the Issuer Common Stock by Paul R. Arena on March 8, 2004).

10

 

SIGNATURE

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

     
Dated: March 8, 2004
    
  MILLENNIUM PARTNERS, LP
  By: Stephanie J. Kossar Fund, Under Bernard R. Kossar Children’s Trust Under Agreement
  Dated December 15, 1986
  Its: General Partner
 
    
  /s/ Carol Kossar
 
 
  By: Carol Kossar
Its: Trustee
 
    
  Stephanie J. Kossar Fund, Under Bernard R. Kossar Children’s Trust Under Agreement Dated December 15, 1986
 
    
  /s/ Carol Kossar
 
 
  Carol Kossar, Trustee
  Valerie L. Kossar Fund, Under Bernard R. Kossar Children’s Trust Under Agreement Dated December 15, 1986
 
    
  /s/ Carol Kossar
 
 
  Carol Kossar, Trustee
 
    
  /s/ Carol Kossar
 
 
  Carol Kossar, Individually

11

 

EXHIBIT INDEX

2.1   Agreement and Plan of Merger, dated as of January 20, 2004, among the Issuer, Merger Sub and i2 Telecom Delaware (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on February 2, 2004).
 
2.2   Asset Purchase Agreement dated as of January 30, 2004, between the Issuer and InTransit Networks, Inc. (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed on February 2, 2004).
 
2.3   First Amendment to Asset Purchase Agreement, dated as of February 26, 2004, between the Issuer and InTransit Media, Inc. (incorporated by reference to Exhibit 2.3 to the Schedule 13D filed with respect to the Issuer Common Stock by Paul R. Arena on March 8, 2004).

12

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