-----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, QzwXAaCYJ0xI83/rdGMFT714ihI6VOO0oFa4xVaMg01bMVvAO/6IzKyjgQI33XW8 n+f672zCY8DlbwItfe3fEg== 0001010207-09-000103.txt : 20090730 0001010207-09-000103.hdr.sgml : 20090730 20090730162904 ACCESSION NUMBER: 0001010207-09-000103 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090730 DATE AS OF CHANGE: 20090730 GROUP MEMBERS: BRIAN J. STARK FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roth Michael Anthony CENTRAL INDEX KEY: 0001010207 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 3600 SOUTH LAKE DRIVE CITY: ST. FRANCIS STATE: WI ZIP: 53235 FORMER COMPANY: FORMER CONFORMED NAME: ROTH MICHAEL DATE OF NAME CHANGE: 19960307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMUS TELECOMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001006837 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541708481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47735 FILM NUMBER: 09974128 BUSINESS ADDRESS: STREET 1: 7901 JONES BRANCH DRIVE STREET 2: SUITE 900 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7039022800 MAIL ADDRESS: STREET 1: 7901 JONES BRANCH DRIVE STREET 2: SUITE 900 CITY: MCLEAN STATE: VA ZIP: 22102 SC 13G 1 schedule13gpmug20090728.txt PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Primus Telecommunications Group, Incorporated (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 741929301 (CUSIP Number) July 15, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| 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). SCHEDULE 13G CUSIP NO. 741929301 2 of 6 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 1 Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SOLE VOTING POWER 5 SHARES 0 BENEFICIALLY SHARED VOTING POWER 6 OWNED BY EACH 531,322 shares of Common Stock (See Item 4) REPORTING SOLE DISPOSITIVE POWER 7 PERSON WITH 0 SHARED DISPOSITIVE POWER 8 531,322 shares of Common Stock (See Item 4) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 531,322 shares of Common Stock (See Item 4) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 5.5% (See Item 4) TYPE OF REPORTING PERSON 12 IN CUSIP NO. 741929301 3 of 6 Item 1(a). Name of Issuer: Primus Telecommunications Group, Incorporated (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 7901 Jones Branch Drive Suite 900 McLean, Virginia 22102 Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship: This Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235. The Reporting Persons are citizens of the United States of America. Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share (the "Common Stock") Item 2(e). CUSIP Number: 741929301 Item 3. Not applicable. Item 4. Ownership: (a) Amount beneficially owned: 531,322 shares of Common Stock* (b) Percent of class: Based on 9,600,000 shares of Common Stock outstanding as indicated in the Issuer's Registration of Certain Classes of Securities on Form 8-A filed on July 1, 2009 and 82,943 shares of Common Stock issuable upon exercise of certain warrants held by the Reporting Persons, the Reporting Persons hold approximately 5.5%* of the issued and outstanding Common Stock of the Issuer. (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 531,322 shares of Common Stock* (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose of or direct the disposition of: 531,322 shares of Common Stock* *The Reporting Persons beneficially own an aggregate of 531,322 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark. All of the foregoing represents an aggregate of 531,322 shares of Common Stock held directly by Deephaven Global Multi-Strategy Master Fund LP ("Deephaven Global"). The Reporting Persons are the Managing Members of Stark Offshore Management LLC, the Manager of Specialty Fund Management Services LLC ("Specialty Fund"), which acts as investment manager and has sole power to direct the management of Deephaven Global. Through Deephaven Global, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares. CUSIP NO. 741929301 4 of 6 The foregoing amount of Common Stock and percentage ownership includes 82,943 shares of Common Stock issuable upon exercise of certain Warrants. 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 By the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of a Group. Not applicable Item 10. Certification. 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. CUSIP NO. 741929301 5 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 30, 2009 /s/ Michael A. Roth Michael A. Roth /s/ Brian J. Stark Brian J. Stark SCHEDULE 13G CUSIP NO. 74129301 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 531,322 shares of Common Stock of Primus Telecommunications Group, Incorporated and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on July 30, 2009. /s/ Michael A. Roth Michael A. Roth /s/ Brian J. Stark Brian J. Stark -----END PRIVACY-ENHANCED MESSAGE-----