-----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, BcejYJPuij8ecx7zki24sj+WPSvnsHHEirMLpaAnVRJ1DEW1cAAMlHW/eVEjATdc Eu5xd2ewWhxc7697JpSxCQ== 0000950144-06-010761.txt : 20061113 0000950144-06-010761.hdr.sgml : 20061110 20061113133625 ACCESSION NUMBER: 0000950144-06-010761 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDGATE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001030058 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232866697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56181 FILM NUMBER: 061207561 BUSINESS ADDRESS: STREET 1: 3190 TREMONT AVENUE CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153545437 MAIL ADDRESS: STREET 1: 3190 TREMONT AVENUE CITY: TREVOSE STATE: PA ZIP: 19053 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tomasello Antonio CENTRAL INDEX KEY: 0001371710 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 011-58-412-2695801 MAIL ADDRESS: STREET 1: AVENIDA CRISTOBAL COLON STREET 2: RESIDENCIAS VISTA AZUL PENTHOUSE A CITY: CUMANA - ESTADO SUCRE STATE: X5 ZIP: 6101 SC 13D/A 1 g04304sc13dza.htm WORLDGATE COMMUNICATIONS/ANTONIO TOMASELLO WorldGate Communications/Antonio Tomasello
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

WorldGate Communications, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
98156L307
(CUSIP Number)
Leonard H. Bloom
Akerman Senterfitt
1 S.E. 3rd Avenue 28th Floor
Miami, FL 33131
(305) 374-5600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 10, 2006
(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. o

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 


 

                     
CUSIP No.
 
98156L307 
  Page  
  of   
4 Pages 

 

           
1   NAMES OF REPORTING PERSONS:

Antonio Tomasello
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
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):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Italy
       
  7   SOLE VOTING POWER:
     
NUMBER OF   3,149,401
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   3,149,401
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,149,401
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  7.8%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

This Amendment No. 4 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on July 28, 2006, as amended by Amendment No. 1 to such Schedule 13D filed on August 15, 2006, as further amended by Amendment No. 2 to such Schedule 13D filed on October 3, 2006, and as further amended by Amendment No. 3 to such Schedule 13D filed on October 16, 2006. Items 1, 2, 3, 5(d), 5(e), 6 and 7 remain unchanged. Items 4, 5(a), 5(b) and 5(c) are amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person intends to review his investment in the Issuer on a continuing basis and may engage in discussions with management and the Board of Directors concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, seeking Board representation, engaging financial, legal and other advisors, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, changes to the overall strategic direction of the Issuer, merger and/or sale opportunities, communicating with other shareholders regarding the Company, purchasing additional shares of Common Stock, selling some or all of his Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock or changing his intention with respect to any and all matters referred to in Item 4.
The Reporting Person believes that each of the Issuer’s outside directors should be required to own a specified number of shares of the Common Stock of the Issuer as a condition for continuing as a board member. It is believed that this would more closely align the interests of the Issuer’s directors and shareholders and benefit the Issuer. The Reporting Person may propose such a requirement for adoption by the Issuer’s shareholders at the next annual meeting.
Except as set forth herein, no contract, arrangement, relationship or understanding (either oral or written) exists with the Reporting Person as to the acquisition, disposition, voting or holding of shares. Except as set forth herein, the Reporting Person has no present plan or proposal that would result in or relate to any of the transactions required to be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)   As of the date of this Amendment, the Reporting Person owns 3,149,401 shares of Common Stock. In the aggregate, this represents approximately 7.8% of the shares of the Company’s Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Act of 1934.
 
(b)   The Reporting Person has the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of, 3,149,401 shares of the Company’s Common Stock.
 
(c)   The Reporting Person has effected the transactions listed below in shares of the Company’s Common Stock during the last 60 days. Each of these transactions was effected by means of brokerage transactions on the NASDAQ stock market. These transactions are in addition to those transactions previously reported.
                               
 
        Number of Shares of              
  Trade Date     Common Stock     Type of Trade     Price Per Share Paid  
 
11/1/2006
      10,000       buy       1.18    
 
11/1/2006
      9,600       buy       1.18    
 
11/1/2006
      10,000       buy       1.20    
 
11/2/2006
      30,000       buy       1.19    
 
11/2/2006
      16,700       buy       1.20    
 
11/2/2006
      50,000       buy       1.20    
 
11/2/2006
      11,500       buy       1.19    
 

 


 

SIGNATURES
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.
Date: November 10, 2006
         
     
  /s/ Antonio Tomasello    
  Antonio Tomasello   
     
 
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 of 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).

 

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