SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PEACE ARCH ENTERTAINMENT GROUP INC.
Common Shares, without par value
(Title of Class of Securities)
c/o Gary I. Levenstein, Esq.
Chicago, Illinois 60602
Telephone no. (312) 977-4400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 2009
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box:
o
*The remainder of this cover page shall be filled out for a reporting persons 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).
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1
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NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Victor Morgenstern
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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2,502,100
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,502,100
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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505,200
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,007,300
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
(3)
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14
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TYPE OF REPORTING PERSON
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IN
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(1)
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Includes 1,500,000 shares owned by Resolute Partners, L.P. (the Partnership), a limited
partnership of which Victor Morgenstern is the sole general partner. Mr. Morgenstern
disclaims beneficial ownership of the shares owned by the Partnership, except to the extent of
his pecuniary interest therein.
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(2)
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Includes 100,200 shares owned by Judd Morgenstern, 135,000 shares owned by the Jennifer
Morgenstern Irrevocable Trust, 135,000 shares owned by the Robyn Morgenstern Irrevocable
Trust, 135,000 shares owned by the Judd Morgenstern Irrevocable Trust. Victor Morgenstern
disclaims beneficial ownership of all such shares.
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(3)
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Based on 49,785,974 shares of the Issuers common stock, without par value (Common Stock)
outstanding as of July 31, 2009, based upon information provided by the Issuer.
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1
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NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Faye Morgenstern
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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405,000
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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405,000
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,007,300
(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
(3)
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14
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TYPE OF REPORTING PERSON
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OO
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(1)
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Includes 135,000 shares owned by the Jennifer Morgenstern Irrevocable Trust, 135,000 shares
owned by the Robyn Morgenstern Irrevocable Trust and 135,000 shares owned by the Judd
Morgenstern Irrevocable Trust (collectively, the Trusts), each of which is an irrevocable
trust of which Faye Morgenstern is the trustee. Mrs. Morgenstern disclaims beneficial
ownership of all shares beneficially owned by the Trusts.
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(2)
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Includes 1,002,100 shares owned by Victor Morgenstern, 100,200 shares owned by Judd
Morgenstern, 405,000 shares in the aggregate owned by the Trusts and 1,500,000 shares owned by
the Partnership. Mrs. Morgenstern disclaims beneficial ownership of all shares beneficially
owned by Messrs. Morgenstern and the Trusts. Mrs. Morgenstern disclaims beneficial ownership
of the all shares beneficially owned by the Partnership, except to the extent of her pecuniary
interest therein.
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(3)
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Based on 49,785,974 shares of Common Stock outstanding as of July 31, 2009, based upon
information provided by the Issuer.
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1
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NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Judd Morgenstern
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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100,200
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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100,200
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,007,300
(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
(3)
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14
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TYPE OF REPORTING PERSON
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IN
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(1)
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Victor Morgenstern shares dispositive power with respect to these shares. Victor Morgenstern
disclaims beneficial ownership of all such shares.
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(2)
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Includes 1,002,100 shares owned by Victor Morgenstern, 405,000 shares in the aggregate owned
by the Trusts and 1,500,000 shares owned by the Partnership. Judd Morgenstern disclaims
beneficial ownership of all shares beneficially owned by Victor Morgenstern, the Jennifer
Morgenstern Irrevocable Trust, and the Robyn Morgenstern Irrevocable Trust. Mr. Morgenstern
disclaims beneficial ownership of all shares beneficially owned by the Partnership, except to
the extent of his pecuniary interest therein.
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(3)
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Based on 49,785,974 shares of Common Stock outstanding as of July 31, 2009, based upon
information provided by the Issuer.
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1
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NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jennifer Morgenstern Irrevocable Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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135,000
(1)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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135,000
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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135,000
(3)
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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|
o
|
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
(4)
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14
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TYPE OF REPORTING PERSON
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|
OO
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(1)
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Faye Morgenstern, in her capacity as trustee of the Jennifer Morgenstern Irrevocable Trust,
shares dispositive power with respect to these shares. Mrs. Morgenstern disclaims beneficial
ownership of all such shares.
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(2)
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Victor Morgenstern shares dispositive power with respect to these shares. Mr. Morgenstern
disclaims beneficial ownership of all such shares.
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(3)
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Includes 1,002,100 shares owned by Victor Morgenstern, 100,200 shares owned by Judd
Morgenstern, 135,000 shares owned by the Robyn Morgenstern Irrevocable Trust, 135,000 shares
owned by the Judd Morgenstern Irrevocable Trust, and 1,500,000 shares owned by Resolute
Partners, L.P. The Jennifer Morgenstern Trust disclaims beneficial ownership of all such
shares.
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(4)
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Based on 49,785,974 shares of Common Stock outstanding as of July 31, 2009, based upon
information provided by the Issuer.
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1
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NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robyn Morgenstern Irrevocable Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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7
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SOLE VOTING POWER
|
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|
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NUMBER OF
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-0-
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SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
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135,000
(1)
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EACH
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9
|
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
|
10
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SHARED DISPOSITIVE POWER
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135,000
(2)
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,007,300
(3)
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
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|
o
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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6.0%
(4)
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|
|
14
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TYPE OF REPORTING PERSON
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OO
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(1)
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Faye Morgenstern, in her capacity as trustee of the Robyn Morgenstern Irrevocable Trust, shares dispositive power with respect to these shares. Mrs. Morgenstern disclaims beneficial ownership of all such shares.
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(2)
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Victor Morgenstern shares dispositive power with respect to these shares. Mr. Morgenstern disclaims beneficial ownership of all such shares.
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(3)
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Includes 1,002,100 shares owned by Victor Morgenstern, 100,200 shares owned by Judd Morgenstern, 135,000 shares owned by the Jennifer Morgenstern Irrevocable Trust, 135,000 shares owned by the Judd Morgenstern Irrevocable Trust, and 1,500,000 shares owned by Resolute Partners, L.P. The Robyn Morgenstern Trust disclaims beneficial ownership of all such shares.
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(4)
|
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Based on 49,785,974 shares of Common Stock outstanding as of July 31, 2009, based upon information provided by the Issuer.
|
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|
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|
1
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NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Judd Morgenstern Irrevocable Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
|
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(b)
þ
|
|
|
|
3
|
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SEC USE ONLY
|
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|
4
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SOURCE OF FUNDS
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WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
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|
|
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Illinois
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
135,000
(1)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
135,000
(2)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,007,300
(3)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
6.0%
(4)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
OO
|
(1)
|
|
Faye Morgenstern, in her capacity as trustee of the Judd Morgenstern Irrevocable Trust, shares dispositive power with respect to these shares. Mrs. Morgenstern disclaims beneficial ownership of all such shares.
|
|
(2)
|
|
Victor Morgenstern shares dispositive power with respect to these shares. Mr. Morgenstern disclaims beneficial ownership of all such shares.
|
|
(3)
|
|
Includes 1,002,100 shares owned by Victor Morgenstern, 100,200 shares owned by Judd Morgenstern, 135,000 shares owned by the Jennifer Morgenstern Irrevocable Trust, 135,000 shares owned by the Robyn Morgenstern Irrevocable Trust, and 1,500,000 shares owned by Resolute Partners, L.P. The Judd Morgenstern Trust disclaims beneficial ownership of all such shares.
|
|
(4)
|
|
Based on 49,785,974 shares of Common Stock outstanding as of July 31, 2009, based upon information provided by the Issuer.
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Resolute Partners L.P.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
WC
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Illinois
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,500,000
(1)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,500,000
(1)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,007,300
(2)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
6.0%
(3)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
(1)
|
|
Victor Morgenstern, in his capacity as sole general partner of Resolute Partners L.P. (the Partnership), has shared voting and dispositive power with respect to the shares owned by the Partnership. Mr. Morgenstern disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
|
|
(2)
|
|
Includes 1,002,100 shares owned by Victor Morgenstern, 100,200 shares owned by Judd Morgenstern, and 405,000 shares in the aggregate owned by the Trusts. The Partnership disclaims beneficial ownership of all such shares.
|
|
(3)
|
|
Based on 49,785,974 shares of Common Stock outstanding as of July 31, 2009, based upon information provided by the Issuer.
|
TABLE OF CONTENTS
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, without par value (the Common Stock) of Peace
Arch Entertainment Inc., an Ontario corporation (the Issuer). The principal executive offices of
the Issuer are located at 1867 Yonge Street, Suite 650, Toronto A6 M4S 1Y5, Canada.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by (i) Victor Morgenstern (Victor), (ii) Faye Morgenstern
(Faye), (iii) Judd Morgenstern (Judd), (iv) the Jennifer Morgenstern Irrevocable Trust (the
Jennifer Trust), (v) the Robyn Morgenstern Irrevocable Trust (the Robyn Trust), (vi) the Judd
Morgenstern Irrevocable Trust (the Judd Trust, and, collectively with the Jennifer Trust and the
Robyn Trust, the Trusts), and (vii) Resolute Partners, L.P. (the Partnership). Collectively,
Victor, Faye, Judd, the Trusts and the Partnership are referred to herein as the Reporting
Persons and each as a Reporting Person.
(b) The address of each of the Reporting Persons is c/o Gary I. Levenstein, Esq., 70 W.
Madison St., Suite 3500, Chicago, IL 60602.
(c) Each of the Reporting Persons is a private investor.
(d) None of the Reporting Persons has during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons 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.
(f) Each of Victor, Faye and Judd are citizens of the United States. Each of the Trusts is an
Illinois-situs irrevocable trust. The Partnership is an Illinois limited partnership.
Item 3. Source and Amount of Funds or Other Consideration.
Victor and Judd each acquired the Common Stock reported in this Schedule 13D as beneficially
owned by him and not disclaimed using his personal funds. Faye, not personally, but in her
capacity as trustee of the Trusts, acquired the Common Stock reported herein as beneficially owned
by the Trusts using the Trusts working capital. The Partnership acquired the Common Stock
reported herein as beneficially owned by the Partnership and not disclaimed using the Partnerships
working capital. No portion of such funds have been borrowed or otherwise obtained for the purpose
of acquiring, holding, trading or voting the Common Stock reported herein.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Common Stock reported in this Schedule 13D for
investment purposes only. Specifically, the Reporting Persons do not have any specific plans or
proposals that relate to or would result in any action enumerated in subparagraphs (a) through (j)
of the instructions to Item 4 of Schedule 13D.
Depending upon market conditions and other factors that he, she or it may deem material, each
of the Reporting Persons may purchase additional shares of Common Stock and/or related securities
or may dispose of all or a portion of the Common Stock or related securities now beneficially owned
or hereafter acquired.
The Reporting Persons reserve the right to discuss and/or meet with management, the board of
directors of the Issuer, other shareholders and other third parties and/or formulate plans or
proposals regarding the Issuer or its securities.
Item 5. Interest in Securities of the Issuer
(a)
Beneficial Ownership
.
Victor
. As of the date hereof, Victor is deemed to be the beneficial owner of 3,007,300
shares of Common Stock, which constitutes approximately 6.0% of the Common Stock outstanding as of
July 31, 2009, based upon information provided by the Issuer. This figure includes (i) 1,002,100
shares owned by Victor, personally, (ii) 100,200 shares owned by Judd, personally (iii) 135,000
shares owned by the Jennifer Trust, (iv) 135,000 shares owned by the Robyn Trust, (v) 135,000
shares owned by the Judd Trust, and (vi) 1,500,000 shares owned by the Partnership. He disclaims
beneficial ownership of all shares not held by him personally, except to the extent of his
pecuniary interest in the shares held by the Partnership.
Faye
. As of the date hereof, Faye is deemed to be the beneficial owner of 405,000 shares
of Common Stock, which constitutes approximately 0.8% of the Common Stock outstanding as of July
31, 2009, based upon information provided by the Issuer. This figure includes includes 135,000
shares owned by the Jennifer Trust, 135,000 shares owned by the Robyn Trust, and 135,000 shares
owned by the Judd Trust. Faye disclaims beneficial ownership of all such shares.
Judd
. As of the date hereof, Judd is deemed to be the beneficial owner of 100,200 shares
of Common Stock, which constitutes approximately 0.5% of the Common Stock outstanding as of July
31, 2009, based upon information provided by the Issuer. This figure includes 100,200 shares owned
by Judd, personally.
Jennifer Trust
. As of the date hereof, the Jennifer Trust is deemed to be the beneficial
owner of 135,000 shares of Common Stock, which constitutes approximately 0.3% of the Common Stock
outstanding as of July 31, 2009, based upon information provided by the Issuer.
Robyn Trust
. As of the date hereof, the Robyn Trust is deemed to be the beneficial owner
of 135,000 shares of Common Stock, which constitutes approximately 0.3% of the Common Stock
outstanding as of July 31, 2009, based upon information provided by the Issuer.
Judd Trust
. As of the date hereof, the Judd Trust is deemed to be the beneficial owner of
135,000 shares of Common Stock, which constitutes approximately 0.3% of the Common Stock
outstanding as of July 31, 2009, based upon information provided by the Issuer.
Partnership
. As of the date hereof, the Partnership is deemed to be the beneficial owner of
1,500,000 shares of Common Stock, which constitutes approximately 3.0% of the Common Stock
outstanding as of July 31, 2009, based upon information provided by the Issuer.
(b)
Voting and Dispositive Power
.
Victor
. As of the date hereof, Victor has sole voting and dispositive power with respect
to (i) 1,002,100 shares beneficially owned by himself, personally, and (ii) in his capacity as sole
general partner of the Partnership, 1,500,000 shares beneficially owned by the Partnership. He has
shared dispositive power, with Faye, with respect to (i) 135,000 shares beneficially owned by the
Jennifer Trust, (ii) 135,000 shares beneficially owned by the Robyn Trust, (iii) 135,000 shares
beneficially owned by the Judd Trust. He has shared dispositive power, with Judd, with respect to
100,200 shares beneficially owned by Judd, personally. He disclaims beneficial ownership of all
shares not held by him personally, except to the extent of his pecuniary interest in the shares
held by the Partnership.
Faye
. As of the date hereof, Faye, not personally, but in her capacity as trustee of the
Trusts, has sole voting power and shared dispositive power with respect to (i) 135,000 shares
beneficially owned by the Jennifer Trust, (ii) 135,000 shares beneficially owned by the Robyn Trust
and (iii) 135,000 shares beneficially owned by the Judd Trust. She disclaims beneficial ownership
of all such shares.
Judd
. As of the date hereof, Judd has sole voting power and shared dispositive power, with
Victor, with respect to 100,200 shares beneficially owned by Judd, personally.
Jennifer Trust
. As of the date hereof, the Jennifer Trust has shared voting power, with
Victor, and shared dispositive power, with Faye, with respect to 135,000 shares of Common Stock.
Robyn Trust
. As of the date hereof, the Robyn Trust has shared voting power, with Victor,
and shared dispositive power, with Faye, with respect to 135,000 shares of Common Stock.
Judd Trust
. As of the date hereof, the Judd Trust has shared voting power, with Victor,
and shared dispositive power, with Faye, with respect to 135,000 shares of Common Stock.
Partnership
. As of the date hereof, the Partnership has shared voting and dispositive
power, with Victor, with respect to 1,500,000 shares of Common Stock.
(c)
Transactions Within the Last 60 Days
.
Except as set forth in the following table, none of the Reporting Persons has engaged in any
transactions in the Common Stock within the past 60 days:
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Reporting Person
|
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Date
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Shares
|
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Price
|
|
Transaction
|
Resolute Partners L.P.
|
|
|
7/20/2009
|
|
|
|
24,110
|
|
|
$
|
0.0602
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
7/21/2009
|
|
|
|
5,000
|
|
|
$
|
0.0611
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
7/22/2009
|
|
|
|
12,100
|
|
|
$
|
0.0605
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
7/23/2009
|
|
|
|
170,790
|
|
|
$
|
0.0608
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
7/24/2009
|
|
|
|
34,600
|
|
|
$
|
0.0643
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
7/28/2009
|
|
|
|
155,600
|
|
|
$
|
0.0515
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
7/29/2009
|
|
|
|
15,600
|
|
|
$
|
0.0562
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
7/30/2009
|
|
|
|
182,200
|
|
|
$
|
0.0649
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
8/5/2009
|
|
|
|
81,800
|
|
|
$
|
0.0625
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
8/7/2009
|
|
|
|
15,100
|
|
|
$
|
0.0604
|
|
|
open-market purchase
|
Resolute Partners L.P.
|
|
|
8/11/2009
|
|
|
|
103,100
|
|
|
$
|
0.0616
|
|
|
open-market purchase
|
Judd Morgenstern
|
|
|
8/12/2009
|
|
|
|
200
|
|
|
$
|
0.0600
|
|
|
open-market purchase
|
|
|
TOTAL:
|
|
|
800,200
|
|
|
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|
|
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(d)
Dividends and Proceeds of Sale
.
No persons other than the Reporting Persons have the right to receive or to direct the power to
receive dividends from, or the proceeds from the sale of shares of Common Stock owned by the
Reporting Persons. Each of the Reporting Persons has the right to receive or to direct the power
to receive dividends from, or the proceeds from the sale of shares of, such Common Stock only to
the extent of his, her or its beneficial interest in such shares of Common Stock.
(e)
Termination of 5% Interest
.
Not applicable.
|
|
|
Item 6.
|
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer.
|
Except as set forth in Items 3 and 4 of this Schedule 13D, none of the Reporting Persons has
any contracts, arrangements, understandings or relationships (legal or otherwise) with any person
with respect to any securities of the Issuer, including but not limited to transfer or voting of
any of the securities of the Issuer, finders fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another person voting power
over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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|
|
Exhibit
|
|
Agreement
|
|
|
|
99.1
|
|
Joint Filing Agreement by and among the Reporting Persons dated August 17, 2009.
|
[SIGNATURE PAGE FOLLOWS]
SIGNATURE
After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the
Reporting Persons certifies that the information set forth in this statement is true, complete and
correct.
Dated: August 17, 2009
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|
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|
/s/ Victor Morgenstern
|
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|
Victor Morgenstern
|
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|
/s/ Faye Morgenstern
|
|
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|
Faye Morgenstern
|
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|
|
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|
|
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|
|
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|
/s/ Judd Morgenstern
|
|
|
|
|
|
|
|
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|
Judd Morgenstern
|
|
|
|
|
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|
|
|
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|
Jennifer Morgenstern Irrevocable Trust
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Faye Morgenstern
|
|
|
|
|
|
|
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|
|
|
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|
|
Faye Morgenstern, Trustee
|
|
|
|
|
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|
|
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|
|
Robyn Morgenstern Irrevocable Trust
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Faye Morgenstern
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Faye Morgenstern, Trustee
|
|
|
|
|
|
|
|
|
|
|
|
Judd Morgenstern Irrevocable Trust
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Faye Morgenstern
|
|
|
|
|
|
|
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|
|
|
|
|
|
Faye Morgenstern, Trustee
|
|
|
|
|
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|
Resolute Partners, LP
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Victor Morgenstern
|
|
|
|
|
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|
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|
|
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Victor Morgenstern, General Partner
|
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|
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