-----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, IE+dv0+K8sv7whT5Cb0/jmVPX2w+75QrP68N+jiPS1QbgxTHAgXuM8UCdjtYKXKe xZfbkxtJ324f95b74xXjmA== 0001096906-02-000824.txt : 20021104 0001096906-02-000824.hdr.sgml : 20021104 20021104110334 ACCESSION NUMBER: 0001096906-02-000824 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACKETPORT COM CENTRAL INDEX KEY: 0000833203 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133469932 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42662 FILM NUMBER: 02807637 BUSINESS ADDRESS: STREET 1: 587 CONNECTICUT AVE CITY: STAMFORD STATE: CT ZIP: 06854 BUSINESS PHONE: 2038312214 MAIL ADDRESS: STREET 1: 140 SHERMAN STREET CITY: FAIRFIELD STATE: CT ZIP: 06430 FORMER COMPANY: FORMER CONFORMED NAME: LINKON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LINKON CORP INC DATE OF NAME CHANGE: 19930602 FORMER COMPANY: FORMER CONFORMED NAME: PACKETPORT COM INC DATE OF NAME CHANGE: 20000112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DURANDO RONALD A CENTRAL INDEX KEY: 0001096217 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 587 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2039382741 MAIL ADDRESS: STREET 1: 107 RHODA AVE CITY: NUTLEY STATE: NJ ZIP: 07110 SC 13D/A 1 sc13dadurando.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 )(1) PACKETPORT.COM, INC. - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.003 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of class of securities) 69521P109 - -------------------------------------------------------------------------------- (CUSIP number) ROBERT H. FRIEDMAN, ESQ. OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 26, 1999 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) _____________________________ (1) 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 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.69521P109 13D Page 2 of 7 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PACKETPORT, INC. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 6,620,000(1) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,620,000(1) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,620,000(1) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Consists of (a) 4,500,000 shares of Common Stock issued to Packetport, Inc. on or about November 26, 1999 at $0.05 per share (b) 1,500,000 shares of Common Stock issuable to Packetport, Inc. upon the exercise of options at $0.10 per share, (c) 70,000 shares of Common Stock purchased by Ronald A. Durando on or about November 24, 1999 at approximately $1.44 per share (d) 350,000 shares of Common Stock issuable to Ronald Durando upon the exercise of options at $1.00 per share, (e) 100,000 shares of Common Stock issuable to Ronald Durando upon the exercise of options at $0.55 per share, and (f) 100,000 shares of Common Stock issuable to Ronald Durando upon the exercise of options at $.48 per share. CUSIP No.69521P109 13D Page 3 of 7 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RONALD A. DURANDO ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* 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 UNITED STATES OF AMERICA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 6,620,000(1) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,620,000(1) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,620,000(1) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.69521P109 13D Page 4 of 7 Pages The following constitutes the amendment No. 1 to Schedule 13D filed by the undersigned (the "Schedule 13D"). This amendment No. 1 amends and reinstates in its entirety the Schedule 13D previously filed by the undersigned. Item 1. Security and Issuer. ------------------- This Statement on Schedule 13-D ("Statement") is filed with respect to the Common Stock, $.003 par value per share, of Packetport.com, Inc. (the "Issuer"), whose principal executive offices are located at 587 Connecticut Avenue, Norwalk, Connecticut 06854-0566. Such class of securities is hereinafter referred to as "Common Stock." Item 2. Identity and Background. ----------------------- Items 2(a), 2(b), 2(c) This Statement is filed jointly by Packetport, Inc., a Delaware Corporation and Ronald A. Durando the sole shareholder of Packetport, Inc. The principal business of Packetport, Inc. is investing. Mr. Durando is the sole shareholder and officer of Packetport, Inc. Mr. Durando is also the President and Chief Executive Officer of the Issuer. The principal place of business for Packetport, Inc. is 587 Connecticut Avenue, Norwalk, Connecticut 06854-0566. Mr. Durando's residence is 43 Alexander Ave., Nutley, NJ 07110. 2(d), 2(e) During the past five years, neither Mr. Durando nor Packeport, Inc. has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. 2(f) Mr. Durando is a United States citizen and Packetport, Inc. is a Delaware corporation. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- On or about November 26, 1999, Packetport, Inc., in consideration for discharging outstanding debts of the Issuer in the amount of $2.7 million, acquired 4,500,000 shares of Common Stock at $.05 per share and an option to acquire an additional 1,500,000 shares at $.10 per share. On or about November 24, 1999 Ronald A. Durando purchased 70,000 shares of Common stock with his personal funds. For services rendered Mr. Durando was issued options to purchase 550,000 shares of Common Stock. CUSIP No.69521P109 13D Page 5 of 7 Pages Item 4. Purpose of Transaction. ---------------------- The 4,500,000 and 70,000 shares of Common Stock were acquired for investment purposes and depending on prevailing market prices and other factors, Mr. Durando or Packetport, Inc., as applicable, may exercise options to acquire additional shares of Common Stock or sell some or all of the Common Stock owned thereby from time to time. Except as set forth above, neither Packetport, Inc. nor Mr. Durando have any current plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) and (b) Mr. Durando and Packetport, Inc. beneficially own an aggregate of 6,620,000 shares of Common Stock. Mr. Durando has the sole power to vote or direct the vote and to dispose or direct the disposition of those shares directly and beneficially owned thereby. Packetport Inc. acquired 4,500,000 shares of Common Stock at $.05 per share and received 1,500,000 options to purchase 1,500,000 shares of Common Stock on November 26, 1999, which are exercisable through November 26, 2004. On or about November 24, 1999, Ronald A. Durando acquired 70,000 shares of Common Stock at approximately $1.44 per share. On August 30, 2000, Mr. Durando acquired options to purchase 350,000 shares of Common Stock at an exercise price of $1.00 per option and exercisable between August 30, 2000 through August 30, 2005. On December 6, 2000, Mr. Durando acquired options to purchase 100,000 shares of Common Stock at an exercise price of $0.55 per option and exercisable between December 6, 2000 through December 6, 2005. On March 9, 2001, Mr. Durando acquired options to purchase 100,000 shares of Common Stock at an exercise price of $0.48 per option and exercisable between March 9, 2001 through March 9, 2006. Aggregated Mr. Durando and Packetport, Inc. beneficially own 6,620,000 shares of the Issuer. 5(c) There were no transactions in shares of Common Stock of the Issuer by either Mr. Durando or Packetport, Inc. effected during the past sixty days 5(d) No person other than Mr. Durando or Packetport, Inc. is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock. Item 5(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With -------------------------------------------------------------- Respect to Securities of the Issuer. ------------------------------------ None Item 7. Materials to be Filed as Exhibits. --------------------------------- Joint Filing Agreement dated as of October 29, 2002 between Ronald A. Durando and Packeport, Inc. CUSIP No.69521P109 13D Page 6 of 7 Pages SIGNATURES After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 29, 2002 By: /s/ Ronald A. Durando ----------------------------------------------- Ronald A. Durando PACKETPORT, INC. By: /s/ Ronald A. Durando ----------------------------------------------- Ronald A. Durando, Sole Officer and Shareholder CUSIP No.69521P109 13D Page 7 of 7 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated October 29, 2002 (including amendments thereto) with respect to the Common Stock of Packetport.com Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: October 29, 2002 By: /s/ Ronald A. Durando ----------------------------------------------- Ronald A. Durando PACKETPORT, INC. By: /s/ Ronald A. Durando ----------------------------------------------- Ronald A. Durando, Sole Officer and Shareholder -----END PRIVACY-ENHANCED MESSAGE-----