0001085037-18-000015.txt : 20180129 0001085037-18-000015.hdr.sgml : 20180129 20180126190948 ACCESSION NUMBER: 0001085037-18-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180129 DATE AS OF CHANGE: 20180126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COUNTERPATH CORP CENTRAL INDEX KEY: 0001236997 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 200004161 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79818 FILM NUMBER: 18553252 BUSINESS ADDRESS: STREET 1: 300-505 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V7X 1M3 BUSINESS PHONE: 604-320-3344 MAIL ADDRESS: STREET 1: 300-505 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V7X 1M3 FORMER COMPANY: FORMER CONFORMED NAME: COUNTERPATH SOLUTIONS, INC. DATE OF NAME CHANGE: 20050928 FORMER COMPANY: FORMER CONFORMED NAME: XTEN NETWORKS, INC DATE OF NAME CHANGE: 20040507 FORMER COMPANY: FORMER CONFORMED NAME: BROAD SCOPE ENTERPRISES INC DATE OF NAME CHANGE: 20030529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bruk Steven CENTRAL INDEX KEY: 0001165963 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3230 MATHERS AVENUE CITY: WEST VANCOUVER STATE: A1 ZIP: V7V 2K5 FORMER COMPANY: FORMER CONFORMED NAME: BRUK STEVEN DATE OF NAME CHANGE: 20020125 SC 13D/A 1 schedule13dabruk.htm SCHEDULE 13D/A



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11) *
CounterPath Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
22228P 20 3
(CUSIP Number)
Steven Bruk
3230 Mathers Avenue
West Vancouver, British Columbia
Canada  V7V 2K5
Telephone: 604.689.8336
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
January 24, 2018
(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 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. 22228P 20 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Steven Bruk
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [    ]
 
3. SEC Use Only
 
4. Source of Funds (See Instructions):                  PF
 
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
 
6. Citizenship or Place of Organization:               Canada
 
Number of Shares Beneficially Owned by Each Reporting Person With
 
7. Sole Voting Power                      65,393(1)
 
8. Shared Voting Power             1,141,753(1)
 
9. Sole Dispositive Power                65,393(1)
 
10. Shared Dispositive Power    1,141,753(1)
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person       1,207,146(1)
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
 
13. Percent of Class Represented by Amount in Row (11)         20.3% (2)
 
14. Type of Reporting Person (See Instructions):         IN
(1)
Steven Bruk is the legal and beneficial owner of 58,647 shares and 6,746 shares that may be acquired on the conversion of deferred share units.  Mr. Bruk’s spouse, Karen Bruk, is the legal owner of 95,800 shares.  Karen Bruk is also the sole shareholder of KMB Trac Two Holdings Ltd. (“KMB”).  KMB is the legal owner of 1,045,953 shares.  Steven Bruk and Karen Bruk exercise shared investment power over the shares of common stock held by Karen Bruk and KMB.
(2)
Calculated based on the aggregate of 5,937,841 shares, which consists of 5,931,095 shares outstanding as of January 24, 2018 and 6,476 shares that may be acquired on conversion of deferred units within sixty days, pursuant to Rule 13d-3 of the Act.
 



CUSIP No. 22228P 20 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Karen Bruk
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [     ]
 
3. SEC Use Only
 
4. Source of Funds (See Instructions):         PF
 
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
 
6. Citizenship or Place of Organization:       Canada
 
Number of Shares Beneficially Owned by Each Reporting Person With
 
7. Sole Voting Power                               0
 
8. Shared Voting Power            1,141,753(1)
 
9. Sole Dispositive Power                        0
 
10. Shared Dispositive Power   1,141,753(1)
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person    1,141,753(1)
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
 
13. Percent of Class Represented by Amount in Row (11)    19.3%(2)
 
14. Type of Reporting Person (See Instructions):    IN

(1)
Karen Bruk (spouse of Steven Bruk) is the legal owner of 95,800 shares. Karen Bruk is also the sole shareholder of KMB. KMB is the legal owner of 1,045,953 shares.  Steven Bruk and Karen Bruk exercise shared investment power over the shares of common stock held by Karen Bruk and KMB.
(2)
Calculated based on 5,931,095 shares outstanding as of January 24, 2018.

3                                


CUSIP No. 22228P 20 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
KMB Trac Two Holdings Ltd.
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [     ]
 
3. SEC Use Only
 
4. Source of Funds (See Instructions):         WC
 
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
 
6. Citizenship or Place of Organization:           British Columbia
 
Number of Shares Beneficially Owned by Each Reporting Person With
 
7. Sole Voting Power                                    0
 
8. Shared Voting Power                  1,045,953(1)
 
9. Sole Dispositive Power                              0
 
10. Shared Dispositive Power         1,045,953(1)
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person    1,045,953(1)
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
 
13. Percent of Class Represented by Amount in Row (11)     17.6%(2)
 
14. Type of Reporting Person (See Instructions):      CO

(1)
KMB is the legal owner of 1,045,953 shares.  Steven Bruk and Karen Bruk exercise shared investment power over the shares of common stock held by Karen Bruk and KMB.
(2)
Calculated based on 5,931,095 shares outstanding as of January 24, 2018.

4




This Schedule 13D is being filed on behalf of Steven Bruk, Karen Bruk and KMB Trac Two Holdings Ltd. (“Holdco”) (collectively, the “Reporting Persons”) relating to the shares of common stock of CounterPath Corporation, a corporation existing under the laws of the State of Nevada (the “Issuer”).
Item 1. Security And Issuer
This Statement relates to the shares of common stock (the “Shares”) of the Issuer.  The principal executive offices of the Issuer are located at Suite 300, One Bentall Centre, 505 Burrard St, Vancouver, BC V7X 1M3.
Item 2. Identity And Background
This statement is filed by the Reporting Persons.
Steven Bruk is a Canadian citizen, resides at 3230 Mathers Avenue, West Vancouver, British Columbia, Canada V7V 2K5 and he has no principal occupation.
Karen Bruk is the sole shareholder of Holdco, a holding company with a mailing address at 3540 Morgan Creek Way, Surrey, British Columbia, Canada V3Z 0J7.  Holdco is organized under the laws of the Province of British Columbia.
Karen Bruk is the President and director of Holdco.  She is the only executive officer and director of Holdco.  Mrs. Bruk is a Canadian citizen, resides at 3230 Mathers Avenue, West Vancouver, British Columbia, Canada V7V 2K5 and she has no principal occupation.
None of Steven Bruk, Karen Bruk or Holdco nor, to Holdco’s knowledge, its sole director and officer has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of Steven Bruk, Karen Bruk or Holdco nor, to Holdco’s knowledge, its sole director and officer has, during the last five years, 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 of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On September 4, 2017, 65,000 warrants held by Holdco expired, unexercised.
On October 12, 2017, the Issuer granted Steven Bruk 6,746 deferred share units. Each deferred share unit is convertible into one common share of the Issuer at no additional cost.  There is no expiry date.  The deferred share units vest immediately.
Pursuant to a subscription agreement dated January 24, 2018, Holdco purchased an aggregate of 125,000 Shares at a price of US$4.01 per Share for aggregate proceeds of US$501,250.  The Shares were issued on January 24, 2018.
 
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Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares of the Issuer for investment purposes. In that connection, the Reporting Persons may have their representatives meet with management, directors or other shareholders of the Issuer from time to time to discuss the affairs of the Issuer. The Reporting Persons intend to monitor the business and affairs of the Issuer, including its financial performance, and depending upon these factors, market conditions and other factors, the Reporting Persons may acquire additional securities of the Issuer as they deem appropriate.  Alternatively, the Reporting Persons may dispose of some or all of the Shares in privately negotiated transactions or otherwise.
At this time and other than as described in Item 5 of this Schedule 13D, none of Steven Bruk, Karen Bruk and Holdco nor, to Holdco’s knowledge, its sole director and officer, has the intention of acquiring additional Shares of the Issuer, although each of them reserves the right to make additional purchases on the open market, in private transactions and from treasury.  None of Steven Bruk, Karen Bruk and Holdco nor, to Holdco’s knowledge, its sole director and officer, has any plans or proposals which relate to or would result in:

(a)
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
   
(b)
an extraordinary corporate transaction, such as a merger, reorganization of liquidation, involving the Issuer or any of its subsidiaries;
   
(c)
a sale of transfer of a material amount of assets of the Issuer or any of its subsidiaries;
   
(d)
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)
any material change in the present capitalization or dividend policy of the Issuer;
   
(f)
any other material change in the Issuer’s business or corporate structure;
   
(g)
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
   
(h)
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
   
(i)
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
   
(j)
any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons beneficially own the aggregate number and percentage of outstanding Shares set forth below:


Reporting Person
Aggregate Number of Shares
Beneficially Owned
Percentage of Outstanding
Common Shares
Steven Bruk
1,207,146(1)(3)
20.3%(4)
Karen Bruk
1,141,753(2)(3)
19.3%(5)
KMB Trac Two Holdings Ltd.
1,045,953(3)
17.6%(5)

(1)
Calculated based on the (i) 58,647 Shares owned by Steven Bruk and 6,746 shares that may be acquired on the conversion of deferred share units, (ii) 95,800 Shares owned by Karen Bruk, (iii) 1,045,953 shares owned by Holdco.
(2)
Calculated based on the (i) 95,800 Shares owned by Karen Bruk and (ii) 1,045,953 shares owned by Holdco.
(3)
Steven Bruk and Karen Bruk exercise shared investment power over the Shares held by Karen Bruk and KMB.
(4)
Calculated based on the aggregate of 5,937,841 shares, which consists of 5,931,095 shares outstanding as of January 24, 2018 and 6,476 shares that may be acquired on conversion of deferred units within sixty days, pursuant to Rule 13d-3 of the Act.
(5)
Calculated based on the aggregate of 5,931,095 shares outstanding as of January 24, 2018.
During the last 60 days and except as setout below there were no transactions in the Shares effected by the Reporting Persons, nor any of their directors or executive officers, general partners or members.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement, attached hereto as Exhibit 1, with respect to the joint filing of this statement, and any amendment or amendments hereto.
There are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer other than as disclosed in this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
A. Joint Filing Agreement



7



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

January 26, 2018 
Date

/s/ Steven Bruk 
Signature

Steven Bruk 
Name/Title

January 26, 2018 
Date

/s/ Karen Bruk 
Signature

Karen Bruk 
Name/Title

January 26, 2018 
Date

KMB TRAC TWO HOLDINGS LTD.

/s/ Karen Bruk 
Signature

Karen Bruk,
President and Director 
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement:  provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)
 
8


EXHIBIT A
JOINT FILING AGREEMENT

This confirms the agreement by and between the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date with respect to the beneficial ownership by the undersigned of the shares of common shares, par value $0.001, of CounterPath Corporation, is being filed on behalf of each of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities and Exchange Act of 1934, as amended, each person on whose behalf the Statement is filed is individually eligible to use the schedule on which the information is filed, each person on whose behalf the Statement is filed is responsible for the timely filing of such Statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Each of the undersigned agrees that KMB Trac Two Holdings Ltd. shall be authorized to receive notices and communications on behalf of the undersigned relating to the Statement.
This Agreement may be executed in two or more counterparts by each of the undersigned, each of which, taken together, shall constitute one and the same instrument.


Dated:  January 26, 2018

By:     /s/ Steven Bruk
Steven Bruk


Dated:  January 26, 2018

By:    /s/ Karen Bruk
Karen Bruk


Dated:  January 26, 2018

KMB TRAC TWO HOLDINGS LTD.

By:    /s/ Karen Bruk
Name:   Karen Bruk
Title:  President and Director

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