UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1) *
|
Crystallex
International Corporation
|
|
(Name
of Issuer)
|
|
Common
Shares, no par value
|
|
(Title
of Class of Securities)
|
|
22942F101
|
|
(Cusip
Number)
|
|
December
31, 2010
|
|
(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).
(Continued on following
pages)
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf
Capital Partners II LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing beneficially own an aggregate of
37,055,005 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however,
is a beneficial owner only of the securities reported by it on this cover
page. [See Preliminary Note]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
13,843,270
[See Preliminary Note]
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
13,843,270
[See Preliminary Note]
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,843,270
[See Preliminary Note]
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
[See Preliminary Note]
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf
Capital Overseas Master Fund
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing beneficially own an aggregate of
37,055,005 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities reported by it on
this cover page. [See Preliminary Note]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
23,211,735
[See Preliminary Note]
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
23,211,735
[See Preliminary Note]
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,211,735
[See Preliminary Note]
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
[See Preliminary Note]
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf
Advisors LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing beneficially own an aggregate of
37,055,005 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities reported by it on
this cover page. [See Preliminary Note]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
13,843,270
[See Preliminary Note]
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
13,843,270
[See Preliminary Note]
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,843,270
[See Preliminary Note]
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
[See Preliminary Note]
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf
Capital Management LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing beneficially own an aggregate of
37,055,005 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities reported by it on
this cover page. [See Preliminary Note]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
37,055,005
[See Preliminary Note]
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
37,055,005
[See Preliminary Note]
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,055,005
[See Preliminary Note]
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
[See Preliminary Note]
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN,
IA
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf
GP LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing beneficially own an aggregate of
37,055,005 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities reported by it on
this cover page. [See Preliminary Note]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
37,055,005
[See Preliminary Note]
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
37,055,005
[See Preliminary Note]
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,055,005
[See Preliminary Note]
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
[See Preliminary Note]
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan
Savitz
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing beneficially own an aggregate of
37,055,005 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities reported by him on
this cover page. [See Preliminary Note]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
37,055,005
[See Preliminary Note]
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
37,055,005
[See Preliminary Note]
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,055,005
[See Preliminary Note]
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
[See Preliminary Note]
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This
Amendment No. 1 to Schedule 13F amends and restates in its entirety the Schedule
13G initially filed April, 12, 2010 (together with all prior and current
amendments thereto, this “Schedule 13G”).
Preliminary
Note
: The Reporting Persons (as defined below) are filing this Schedule
13G with respect to the Common Shares, no par value (the “Shares”), of
Crystallex International Corporation (the “Company”). As of the date
hereof, the Reporting Persons own, in aggregate, (i) 27,542,012 Shares and (ii)
warrants to purchase 9,512,993 Shares (the “Warrants”), which Warrants are
currently exercisable. The Reporting Persons are filing this Schedule 13G to
report their respective beneficial ownership of Shares through the ownership of
Shares and Warrants. All numbers and percentages contained in this Schedule 13G
represent beneficial ownership of Shares (including Shares owned directly by the
Reporting Persons and Shares deemed to be beneficially owned through the
Warrants owned by the Reporting Persons as of the date hereof), unless stated
otherwise. All percentages were calculated based on the 364,817,719
Shares outstanding as of September 30, 2010 (as reported by the Company in its
Form 6-K filed with the Securities and Exchange Commission on November 15,
2010), plus the additional Shares that would be issued if the applicable
Reporting Person exercised the Warrants it owns as of the date
hereof. The percentages do not assume the exercise of Warrants held
by any other persons or entities.
Crystallex
International Corporation
|
(b)
|
Address of Issuer’s
Principal Executive Offices
|
8 King
Street East, Suite 1201, Toronto, Ontario, Canada M5C 1B5
|
Item
2.
|
Identity And
Background
.
|
Title Of Class Of Securities
And CUSIP Number (Item 2(d) and (e))
This
statement relates to the Shares of
the
Company. The CUSIP number of the Shares is 22942F101.
Name Of Persons Filing,
Address Of Principal Business Office And Citizenship (Item 2(a), (b) and
(c))
This
statement is filed by the entities and persons listed below, all of whom
together are referred to herein as the “Reporting Persons.”
|
|
(i)
|
Greywolf
Capital Partners II LP, a Delaware limited partnership (“Greywolf Capital
II”), with respect to the Shares beneficially owned by
it;
|
|
|
(ii)
|
Greywolf
Capital Overseas Master Fund, a Cayman Islands exempted company (“Greywolf
Master Overseas”), with respect to the Shares beneficially owned by
it;
|
|
|
(iii)
|
Greywolf
Advisors LLC, a Delaware limited liability company and the general partner
(the “General Partner”) of Greywolf Capital II, with respect to the Shares
beneficially owned by Greywolf Capital
II;
|
|
|
(iv)
|
Greywolf
Capital Management LP, a Delaware limited partnership and the investment
manager (the “Investment Manager”) of Greywolf Capital II and Greywolf
Master Overseas, with respect to the Shares beneficially owned by such
entities;
|
|
|
(v)
|
Greywolf
GP LLC, a Delaware limited liability company and the general partner of
the Investment Manager (the “Investment Manager General Partner”), with
respect to the Shares beneficially owned by Greywolf Capital II and
Greywolf Master Overseas; and
|
|
|
|
Jonathan
Savitz, a United States citizen and the senior managing member of the
General Partner and the sole managing member of the Investment Manager
General Partner (“Savitz”), with respect to the Shares beneficially owned
by Greywolf Capital II and Greywolf Master
Overseas.
|
Greywolf
Capital II and Greywolf Master Overseas are together referred to herein as the
“Greywolf Funds.”
The citizenship of each of the Reporting Persons is set forth
above. The address of the principal business office of (i) all of the
Reporting Persons other than Greywolf Master Overseas is 4 Manhattanville
Road, Suite 201, Purchase, New York 10577 and (ii) Greywolf Master Overseas is
Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand
Cayman.
|
Item
3.
|
If This Statement Is
Filed Pursuant To Sections 240.13d-1(b), or 13d-2(b) or (c),
Check Whether The Person Filing Is An Entity Specified In (a) -
(k)
:
|
Not
Applicable.
The
information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of
the cover page for each Reporting Person is incorporated herein by reference for
each such Reporting Person.
The
Shares reported hereby for each of the Greywolf Funds are beneficially owned by
such Greywolf Fund. The General Partner, as the general partner of
Greywolf Capital II, may be deemed to be a beneficial owner of all such Shares
owned by Greywolf Capital II. The Investment Manager, as the investment manager
of the Greywolf Funds, may be deemed to be a beneficial owner of all such Shares
beneficially owned by the Greywolf Funds. The Investment Manager General
Partner, as the general partner of the Investment Manager, may be deemed to be a
beneficial owner of all such Shares beneficially owned by the Greywolf Funds.
Savitz, as the senior managing member of the General Partner and the sole
managing member of the Investment Manager General Partner, may be deemed to be a
beneficial owner of all such Shares
beneficially owned by the Greywolf Funds.
Each of the General Partner, the
Investment Manager, the Investment Manager General Partner and Savitz hereby
disclaims any beneficial ownership of any such Shares.
|
Item
5.
|
Ownership Of Five
Percent Or Less Of A Class
.
|
Not
Applicable.
|
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
.
|
The
Reporting Persons are filing this Schedule 13G pursuant to Rule
13d-1(c). Consistent with Item 2 of the cover page for each Reporting
Person, the Reporting Persons neither disclaim nor affirm the existence of a
group among them.
|
Item
9.
|
Notice Of Dissolution
Of Group
|
Not
Applicable.
By
signing below I certify that, to the best of my 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 our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated:
February 11, 2011
/s/
William Troy
GREYWOLF
ADVISORS LLC,
On its
own behalf
And as
the General Partner of
GREYWOLF
CAPITAL PARTNERS II LP
By
William Troy,
Authorized
Signatory
/s/ William
Troy
GREYWOLF
GP LLC
By
William Troy,
Authorized
Signatory
/s/ William
Troy
GREYWOLF
CAPITAL MANAGEMENT LP,
On its
own behalf
And as
Investment Manager to
GREYWOLF
CAPITAL OVERSEAS MASTER FUND,
By
William Troy,
Authorized
Signatory
/s/ William
Troy
William
Troy,
As
Attorney-in-Fact for Jonathan Savitz
The Power
of Attorney executed by each of Greywolf Advisors LLC, Greywolf GP LLC, Greywolf
Capital Management LP and Jonathan Savitz authorizing William Troy to sign and
file this Schedule 13G on its or his behalf, which was filed with the Schedule
13D filed with the Securities and Exchange Commission on November 29, 2007 by
such Reporting Persons with respect to the Common Stock of SR Telecom Inc., is
hereby incorporated by reference.