0001144204-12-052036.txt : 20120919 0001144204-12-052036.hdr.sgml : 20120919 20120919145620 ACCESSION NUMBER: 0001144204-12-052036 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120919 DATE AS OF CHANGE: 20120919 GROUP MEMBERS: JONATHAN R. ORDWAY GROUP MEMBERS: KEN BARITZ GROUP MEMBERS: TEMPLAR ALLIANCE FUND, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORDWAY RONALD D CENTRAL INDEX KEY: 0001228189 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1868 TUCKER INDL RD CITY: TUCKER STATE: GA ZIP: 30084 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDU COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001086139 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 841342898 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79111 FILM NUMBER: 121099628 BUSINESS ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 BUSINESS PHONE: 9732379499 MAIL ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 SC 13D 1 v323885_13d.htm SC 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. __ )1

 

MDU Communications International, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

582828109

(CUSIP Number)

 

Ronald D. Ordway

1868 Tucker Industrial Road

Stone Mountain, GA 30084

(770) 938-2080

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 11, 2012

(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.

 

 

_______________

1      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 582828109

 

1

NAME OF REPORTING PERSON

 

Ronald D. Ordway

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

1,219,896

8

SHARED VOTING POWER

 

50,100

9

SOLE DISPOSITIVE POWER

 

1,219,896

10

SHARED DISPOSITIVE POWER

 

50,100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,269,996

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

22.4%

14

TYPE OF REPORTING PERSON

 

IN

 

 

 
 

 

CUSIP 582828109

 

1

NAME OF REPORTING PERSON

 

Jonathan R. Ordway

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

609,664

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

609,664

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

609,664

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.8%

14

TYPE OF REPORTING PERSON

 

IN

 

 

 
 

 

 

CUSIP 582828109

 

1

NAME OF REPORTING PERSON

 

Templar Alliance Fund, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF, OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

200,000

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

200,000

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

200,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.5%

14

TYPE OF REPORTING PERSON

 

PF, OO

 

 
 

 

CUSIP 582828109

 

1

NAME OF REPORTING PERSON

 

Ken Baritz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]

(b) [_]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF, OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

200,0001

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

200,000

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

200,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.5%

14

TYPE OF REPORTING PERSON

 

PF, OO

 

1 The shares reported herein are held as of record by Templar Alliance Fund, LLC. Mr. Baritz, in his role as managing member of Templar Alliance Fund, LLC, exercises sole voting and dispositive power over the shares held in Templar Alliance Fund, LLC, and may be deemed to have beneficial ownership of such shares. Mr. Baritz does not hold any shares of the Issuer except by virtue of his role as managing member of Templar Alliance Fund, LLC

 
 

 

 

SCHEDULE 13D

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1. Security and Issuer.

 

This Schedule 13D relates to shares of Common Stock, par value $0.001 (the “Shares”), of MDU Communications International, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 60-D Commerce Way, Totowa, New Jersey 07512.

 

Item 2. Identity and Background.

 

This statement is filed by Ronald D. Ordway, Jonathan R. Ordway, Templar Alliance Fund, LLC and Ken Baritz, as managing member of Templar Alliance Fund, LLC (each is referred to herein as a “Reporting Person” and, collectively, as the “Reporting Persons”).

 

Ronald D. Ordway has sole dispositive and voting power with respect to Shares of the Issuer held by Ronald Ordway as an individual. Ronald D. Ordway has shared dispositive and voting power with respect to Shares of the Issuer held by his wife, Karen W. Ordway and Shares held by Video Display Corporation. Ronald D. Ordway’s principal place of business is 1868 Tucker Industrial Road, Stone Mountain, GA 30084. Ronald D. Ordway’s principal occupation is Chairman of the Board and Chief Executive Officer of Video Display Corporation, a company organized under the laws of the State of Georgia. Ronald D. Ordway is the Chairman of the Board and Chief Executive Officer of Video Display Corporation.  Ronald D. Ordway owns 2,860,128 shares, representing 37.8%, of Video Display Corporation common stock. Such amount includes 480,000 shares owned by Karen W. Ordway, wife of Ronald D. Ordway, as to which Mr. Ordway shares voting and investing power. Video Display Corporation itself owns 20,000 shares of common stock in MDU Communications International, Inc. During the last five years, Ronald D. Ordway has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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. Ronald D. Ordway is a citizen of the United States of America.

 

Jonathan R. Ordway has sole dispositive and voting power with respect to the Shares of the Issuer held by Jonathan R. Ordway as an individual. Jonathan R. Ordway’s principal place of business is 1868 Tucker Industrial Road, Stone Mountain, GA 30084. Jonathan R. Ordway’s principal occupation is Director of Information Technology of Video Display Corporation, a company organized under the laws of the State of Georgia. Jonathan R. Ordway is the Director of Information Technology of Video Display Corporation. Jonathan R. Ordway owns 2,098,513 shares, representing 27.7%, of Video Display Corporation common stock. Video Display Corporation itself owns 20,000 shares of common stock in MDU Communications International, Inc. During the last five years, Jonathan R. Ordway has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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. Jonathan R. Ordway is a citizen of the United States of America.

 

Ken Baritz is the managing member of Templar Alliance Fund, LLC and has sole voting and dispositive power with respect to the Shares of the Issuer held by Templar Alliance Fund, LLC. Templar Alliance Fund, LLC is a limited liability company organized under the laws of the State of Florida. Templar Alliance Fund, LLC’s principal place of business is 238 N. E. 1st Avenue, Delray Beach, Fl 33444. Ken Baritz’s principal occupation is investing funds held by Templar Alliance Fund, LLC. During the last five years, Ken Baritz has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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. Ken Baritz is a citizen of the United States of America.

 

 
 

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Ronald D. Ordway may be deemed to beneficially own 1,269,996 Shares. All of the Shares held by Ronald D. Ordway were purchased by funds generated and held by Ronald D. Ordway. The aggregate amount of funds used for the purchase of the Shares held by Ronald D. Ordway and Karen Ordway was approximately $4,886,932.00. The aggregate amount of funds used for purchase of the shares held by Video Display Corporation was approximately $40,007.00.

 

Jonathan R. Ordway may be deemed to beneficially own 609,664 Shares. All of the Shares held by Jonathan R. Ordway were purchased by funds generated and held by Jonathan R. Ordway. The aggregate amount of funds used for the purchase of the Shares was approximately $2,403,773.00.

 

Ken Baritz, as managing member of Templar Alliance Fund, LLC, may be deemed to beneficially own 200,000 Shares. All of the Shares held by the Templar Alliance Fund, LLC were purchased by funds contributed by the members of Templar Alliance Fund, LLC. The aggregate amount of funds used for the purchase of the Shares was approximately $480,000.00.

 

The aggregate purchase prices set forth in this Item 3 may include brokerage commissions and certain cost basis adjustments.

 

Item 4. Purpose of Transaction.

 

As set forth in Exhibits 99.1 and 99.2 hereto, the Reporting Persons have formed a “group” (the “Group”) for the purposes of (i) delivering letters to the Issuer’s Board of Directors (the “Board”) and the Issuer’s President (the “President”) requesting that the President call a special meeting of the Issuer’s shareholders for purposes of voting to remove Richard Newman from the Board, (ii) engaging in discussions with the Board and management of the Issuer, and (iii) taking other actions for the purpose of influencing the corporate governance of the Issuer.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and engage in discussions with management and the Board 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 levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

(a) Ronald D. Ordway may be deemed to beneficially own 1,269,996 Shares of the Issuer, comprising approximately 22.4% of the outstanding Shares of the Issuer, based on 5,672,820 Shares outstanding as reported in the Issuer’s Form 10-Q/A filed on September 13, 2012. As of the date hereof, 1,219,896 of the Shares beneficially owned by Ronald D. Ordway are owned of record by Ronald D. Ordway, 30,100 of the Shares beneficially owned by Ronald D. Ordway are owned of record by Karen W. Ordway and 20,000 of the Shares beneficially owned by Ronald D. Ordway are owned of record by Video Display Corporation.

 

 
 

 

 

Jonathan R. Ordway may be deemed to beneficially own 609,664 Shares of the Issuer, comprising approximately 10.8% of the outstanding Shares of the Issuer, based on 5,672,820 Shares outstanding as reported in the Issuer’s Form 10-Q/A filed on September 13, 2012.

 

Templar Alliance Fund, LLC and Ken Baritz, as managing member of Templar Alliance Fund, LLC, may be deemed to beneficially own 200,000 Shares of the Issuer, comprising approximately 3.5% of the outstanding Shares of the Issuer, based on 5,672,820 Shares outstanding as reported in the Issuer’s Form 10-Q/A filed on September 13, 2012.

 

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

 

(b) Ronald D. Ordway has sole dispositive and voting power with respect to the Shares of the Issuer held by Ronald D. Ordway as an individual. Ronald D. Ordway has shared dispositive and voting power with respect to the Shares of the Issuer held by Karen W. Ordway and Video Display Corporation.

 

Jonathan R. Ordway has sole dispositive and voting power with respect to the Shares of the Issuer held by Jonathan R. Ordway as an individual.

 

Ken Baritz has sole dispositive and voting power with respect to the Shares of the Issuer held by Templar Alliance Fund, LLC as managing member of Templar Alliance Fund, LLC.

 

(c) Ronald D. Ordway

 

Date of Transaction Number of Shares Sold Price Per Share
August 6, 2012 38,990 $1.61

 

Date of Transaction Number of Shares Purchased Price Per Share
August 18, 2012 27,599 $1.70

 

 

Jonathan R. Ordway

 

Date of Transaction Number of Shares Sold Price Per Share
July 24, 2012 11,283 $1.62

 

 

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

See Exhibit 99.1.

 

 
 

 

 

Item 7. Material to be Filed as Exhibits.

 

99.1Joint Filing Agreement, dated as of September 11, 2012, by and among Ronald D. Ordway, Jonathan R. Ordway and Templar Alliance Fund, LLC

 

99.2Letters, dated September 11, 2012, from the Reporting Persons to the Board of Directors and President of the Issuer.

 

 
 

SIGNATURES

 

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

 

Dated: September 19, 2012

 

RONALD D. ORDWAY

 

By: /s/ Ronald D. Ordway



 

JONATHAN R. ORDWAY

 

By: /s/ Jonathan R. Ordway

 

 

 

TEMPLAR ALLIANCE FUND, LLC

 

By: /s/ Ken Baritz

Name: Ken Baritz

Title: Managing Member

 

 

EX-99.2 2 v323885_ex99-1.htm JOINT FILING AGREEMENT

JOINT FILING AND ACTION AGREEMENT

 

WHEREAS, the undersigned are beneficial stockholders of MDU Communications International, Inc., a Delaware corporation (the “Company”);

 

WHEREAS, as of the date hereof, Ronald Ordway, Jonathan Ordway and Templar Alliance Fund, LLC (collectively, the “Group”) desire to form a group for the purposes of (i) delivering a letter to the Company’s Board of Directors (the “Board”) and the Company’s President (the “President”) requesting that the President call a special meeting of the Company’s shareholders for purposes of voting to remove Richard Newman from the Board, (ii) engaging in discussions with the Board and management of the Company, and (iii) taking other actions for the purpose of influencing the corporate governance of the Company (all of the matters referred to above in this recital, including changing the Group’s intentions from time to time with respect to any and all such matters, being hereinafter called, collectively, the “Actions”);

 

NOW, IT IS AGREED, this 11th day of September, 2012 (the “Effective Date”) by the parties hereto:

 

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each member of the Group agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required under applicable securities laws. Each of the undersigned agrees to the joint filing of any necessary amendments to the Schedule 13D. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

 

2. Each member of the Group, including its respective affiliates, agrees not to directly or indirectly, sell, transfer, make any short sale of, loan, grant any option for the purchase of or otherwise acquire or dispose of any securities of the Company without the prior written consent of each of the undersigned, which approval shall not be unreasonably withheld.

 

3. Each of the undersigned agrees to form the Group for the purpose of all steps as are necessary or appropriate to cause the Actions to be taken.

 

4. Each member of the Group agrees that the obligations of the Group members with respect allocation and payment of the fees and expenses incurred by the Group shall be governed by and as set forth in the engagement letter dated as of August 30, 2012, by and among the members of the Group and Andrews Kurth LLP.

 

5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by each member of the Group, or their respective representatives, which approval shall not be unreasonably withheld.

 

6. If any disagreement should arise among the members of the Group concerning decisions to be made or actions to be taken in connection with the Actions, including, but not limited to the activities identified in Section 5, such agreement shall be resolved by a majority determination of the members of the Group (based on the number of shares of Common Stock held by the members of the Group on the date hereof) as stated in a writing executed by such majority members.

 

 
 

 

 

7. The relationship of the parties hereto shall be limited to carrying on the activities of the Group and taking the Actions in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Subject to Section 2, nothing herein shall restrict any party’s right to purchase securities of the Company, as he/it deems appropriate, in his/its sole discretion.

 

8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

 

9. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

 

10. Any party hereto may terminate his/its obligations under this Agreement only after the earlier of (a) the first business day following the conclusion of the Actions, or (b) on 24 hours’ prior written notice to all other parties, with a copy by electronic mail to Jonathan I. Levine, Esq., Andrews Kurth LLP, 450 Lexington Avenue, 15th Floor, New York, NY 10017, email: jonathanlevine@andrewskurth.com.

 

11. Each party acknowledges that Andrews Kurth shall act as counsel for both the Group and their respective reporting persons relating to the Actions.

 

12. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to the Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

 

13. All notices, requests, demands and other communications to any party under this Agreement will be in writing and delivered personally, by overnight delivery or courier or by registered mail to the parties at the address specified for such parties on Schedule I hereto (or at such other address as may be specified by a party in writing given at least five business days prior thereto). All notices, requests, demands and other communications will be deemed delivered when actually received. For purposes of this Section 13, the term “business day” means any day of the week other than Saturday, Sunday or any day on which commercial banks in the State of New York are required or authorized to close.

 

 

 
 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

 

 

 

By: /s/ Ronald Ordway

       Ronald Ordway

 

By: /s/ Jonathan Ordway

       Jonathan Ordway

 

 

Templar Alliance Fund, LLC

 

By: /s/ Ken Baritz

       Ken Baritz

 

 

 

 

 

 
 

Schedule I

 

 

Addresses of Parties

 

Ron Ordway

1868 Tucker Ind. Road

Tucker, GA 30084

 

Jonathan Orday

1868 Tucker Ind. Road

Tucker, GA 30084

 

Templar Alliance Fund, LLC

238 N E 1st Avenue

Delray Beach, Florida 33444

 

 

 

 

 

EX-99.2 3 v323885_ex99-2.htm LETTERS

 

 

Letter to the Board, Dated September 11, 2012

 

 
 

 

 

Ronald Ordway

1868 Tucker Ind. Road

Tucker, Georgia 30084

 

Jonathan Ordway

1868 Tucker Ind. Road

Tucker, Georgia 30084

 

Templar Alliance Fund, LLC

238 NE 1st Avenue

Delray Beach, Florida 33444

Tel: (561) 279-8200, ext. 102

 

September 11, 2012

 

VIA FACSIMILE AND FEDEX

 

Board of Directors

Attn: Sheldon Nelson

MDU Communications International, Inc.

60-D Commerce Way

Totowa, New Jersey 07512

Facsimile: (973) 237-9243

 

Dear Members of the Board of Directors (the “Board”):

 

The undersigned (the “Holders”) are beneficial owners, in the aggregate, of approximately 36% of the outstanding shares of common stock of MDU Communications International, Inc. (the “Company”).

 

The Company recently announced a proposed transaction (the “Transaction”) whereby the Company would be acquired by a third party. The Holders believe it is imperative that stockholders immediately have adequate representation on the Board to ensure that the Transaction maximizes value for all of the Company’s stockholders consistent with the Board’s fiduciary duties.

 

In connection with the foregoing, attached hereto as Exhibit A is a letter demanding that the Company notice a special meeting (the “Special Meeting”) of the Company’s stockholders within fourteen (14) days of the date hereof for the purpose of holding a vote to remove Richard Newman from the Board. The Holders believe that, after removal of Mr. Newman, the vacancy should be filled by Ken Baritz, whose resume is attached hereto as Exhibit B. The Holders believe Mr. Baritz’s experience would benefit the Company and its stockholders to ensure that value is maximized for all stockholders. Recognizing the size of their holdings, the Holders expect that the Company would act in accordance with the best interests of stockholders and consensually support the above recommendations. If the Company does not support the recommendations noted above by confirming their agreement to the Holders within five (5) business days, the Holders will assess their options, including, but not limited to, proposing an alternate slate of directors at the Company’s next annual meeting of shareholders.

 

The Holders will continue to explore all of their options to maximize stockholder value. Feel free to contact us at your earliest convenience to discuss the foregoing matters further.

 

 

 

Sincerely,

 

 

 

By: /s/ Ronald Ordway

       Ronald Ordway

 

By: /s/ Jonathan Ordway

       Jonathan Ordway

 

 

 

Templar Alliance Fund, LLC

 

By: /s/ Ken Baritz

       Ken Baritz

 

cc: Carolyn Howard
  Richard Newman

 

 

 
 

EXHIBIT A

 

 
 

Ronald Ordway

1868 Tucker Ind. Road

Tucker, Georgia 30084

 

Jonathan Ordway

1868 Tucker Ind. Road

Tucker, Georgia 30084

 

Templar Alliance Fund, LLC

238 NE 1st Avenue

Delray Beach, Florida 33444

Tel: (561) 279-8200, ext. 102

 

September 11, 2012

 

VIA FACSIMILE AND FEDEX

 

Mr. Sheldon Nelson

President

MDU Communications International, Inc.

60-D Commerce Way

Totowa, New Jersey 07512

Facsimile: (973) 237-9243

 

Dear Mr. Nelson:

 

The undersigned (the “Holders”) are beneficial owners, in the aggregate, of approximately 36% of the outstanding shares of common stock of MDU Communications International, Inc. (the “Company”).

 

Pursuant to Section 3 of the Company’s Bylaws, the Holders hereby demand that the Company notice a special meeting (the “Special Meeting”) of the Company’s stockholders for the purpose of holding a vote to remove Richard Newman (“Newman”) from the Company’s board of directors. The Holders further demand that the Special Meeting be held within fourteen (14) days of the date hereof.

 

 

 
 

 

 

Sincerely,

 

 

By: /s/ Ronald Ordway

       Ronald Ordway

By: /s/ Jonathan Ordway

       Jonathan Ordway

 

Templar Alliance Fund, LLC

 

By: /s/ Ken Baritz

       Ken Baritz

 

cc: Carolyn Howard

 

 
 

EXHIBIT B

 
 

 

 

Ken Baritz

6558 Landings Court

Boca Raton, FL 33496

561.212.1740 c

561.988.7020 h

kenbaritz@yahoo.com

 

 

Profile

 

Results oriented entrepreneurial executive with over 20 years of progressive and diverse operational experience in both private and public companies. CEO level with a keen ability to identify synergistic relationships and opportunities, execute mergers and acquisitions, and grow organizations to deliver business value… Expertise includes:

 

¨ Business Planning

¨ Mergers & Acquisitions

¨ Large workforce management

¨ Cost savings

¨ Financial Analysis

¨ Partnership Agreements

¨ Public & Private Management

¨ Strategic Vision

¨ Raising Capital

¨ Budgeting/Reporting

¨ Advertising

¨ Turnaround

¨ Business Valuation

¨ Business Restructuring

¨ Synergy Execution

¨ Metric based management

 

History of Value Creation

 

  · Founder & CEO of Access One Communications. Sold for $218M in 2000
  · Purchased or sold 13 companies during last 7 years totaling over $400M in value
  · Raised over $350M of equity and debt financing
  · Purchased Omnicall for 1x times revenue and sold it for 4x times revenue in less than 6 months
  · Purchased off-net customer base from ESpire (a public company at the time with over a $1B market capitalization) for $118 per line. Sold for over $5,000 per line in less than 12 months
  · Took private a publicly traded company BIZONLINE with annual revenue of $12M and renamed it to Cleartel Communications. Currently Cleartel has $160M in annual revenue.

 

History of Operational Achievements

 

  · Access One was the first EBITDA positive CLEC in the nation
  · Turned TALK.com from -$27m EBIDA in 3rd Quarter 2000 to EBITDA positive in Q2 2001
  · Turned Omnicall from negative EBITDA to positive EBITDA in 90 days
  · First CLEC in country to execute & implement UNEP agreement with Bell Operating Companies
  · 1st CLEC to electronically bond to Bell Operating Company
  · Build voice & data network in Florida spanning 300 miles and capable of serving several hundred thousand customers
  · Acquired 6 CLECs, reduced 2,000 person workforce to 500, converted 6 billing and back offices onto one platform
  · Opened off shore (Costa Rica) service center to lower costs and improve in-language Spanish service. Supported 90 positions across 3 departments

 

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History of Creating Solutions

 

AMNEX

Situation: AMNEX provided long distance services to the payphone market

Problem: Significant decline in payphone usage due to increased use of cell phones

Solution: Created the only coin based long distance product to compete with the only other nation wide carrier (AT&T) to complete coin long distance calls from payphones. We created a $60M annual revenue stream serviced by less than 6 employees with $0 bad debt and $0 capital expenditure

Additional Solution: Vertically integrated 3rd largest ownership of payphones nationwide.

 

Access One

Situation: One of the original companies to compete with the Regional Bell Operating Companies.

Problem: Only 2 ways to compete; build redundant network facilities, which cost billions, or resell Bell services at unacceptably low margins (19%).

Solution: Inventor of hybrid platform UNEP (Unbundled Network Elements Platform) more than doubling resale margins without investment in network infrastructure. Used unique UNEP platform to then purchase off-network customers from network based carriers, creating close to a quarter of a billion dollars of value in less than 2 years.

 

TALK.com (Renamed to TALK America)

Situation: TALK.com was the 5th largest long distance company in America marketing exclusively under the AOL name.

Problem: Significantly declining long distance customer base with an uneconomical AOL sales channel (pop up screens) not delivering needed results, and an unstable situation at AOL

Solution: At the end of calls to AOL customer service, representatives offered 3 free months of AOL. Those customers were passed to the TALK America sales representative. They would offer 3 free months of AOL with a 2 year long distance service commitment with TALK. Improved from 0 local customers to 600,000 in 2 years.

Additional Solution: Created and implemented first strategy to aggressively bundle long distance and local telephone service as well as internet service under our own brand name, TALK America. TALK was recently acquired by a subsidiary of Blackstone Group for over $250M

 

Cleartel Communications

Situation: BizOnline was a thinly traded public company which was a rollup of 19 separate dial-up ISPs with annual revenue of $12M. Renamed to Cleartel Communications, Inc.

Problem: Significantly declining base of dial-up customers and no reason to be a public company.

 

 

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Solution: Took company private with MCG Capital. Acquired numerous troubled CLECs, cut costs, delivered synergies, outsourced back office operations overseas, and created profitable entity with over $160M of annual revenue.

 

Experience

 

July 2002 – April 2007

CEO CLEARTEL COMMUNICATIONS

  · Joined BIZOnline (publicly traded) as CEO in July of 2002
  · Renamed Cleartel Communications & took private with MCG Capital
  · In July 2002 Biz had revenue of $12M annual from 19 dial-up ISPs
  · Formulated & Executed strategy to recast Cleartel as an integrated communications provider (Local, LD, Data) as of April 2007 Cleartel had $160M of annual Revenue
  · Acquired CLECs

 

March 2000 – May 2001

PRESIDENT, BOARD MEMBER, TALK AMERICA HOLDINGS INC.

Publicly traded (NASDAQ: TALK) approximately $600M in Revenue

  · Joined TALK as President after sale of Access One Communications
  · Formulated and executed local services strategy
  · Converted TALK from merely a Long Distance Provider to one of the first ICP’s (integrated communications provider) bundling long distance with local service and Internet
  · Directly responsible for sales & marketing, customer service, and geographic expansion
  · Integrated management and operations of both Access One and TALK (2500 employees)

 

Leadership produced the following results:

  · Local revenue increased from $0 to $137M from the 2nd Quarter of 2000 thru the 1st quarter of 2001
  · Reported EBITDA increased from a loss of $27M in the 3rd Quarter of 2000 to over $500k in the 2nd Quarter of 2001
  · Opened operations in 5 of 6 RBOC territories

 

Sept 1997 – March 2000

CHAIRMAN OF THE BOARD, CEO, ACCESS ONE COMMUNICATIONS INC.

  · Formulated strategy to break into the local telecom market
  · Negotiated and implemented (1st of its kind) region wide UNE-P agreement with Bell Operating Company (Bell South)
  · Hired CFO, IT, MIS, Sales & Marketing, and COO
  · Arranged for over $30M in Financing

 

Leadership produced the following results:

  · Revenue increased from less than $1m annually to over $50M
  · Line count grew from less than 1,000 to over 60,000
  · Margins grew from less than 10% to over 43%
  · Headcount grew from less than 10 to over 250
  · Company attained Positive Cash Flow at time of sale
  · Purchased company for $2.5M; sold for over $200M

 

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1992 – 1997

CHAIRMAN OF THE BOARD, BOARD MEMBER, CEO, AMNEX INC.

Lead turnaround from virtual bankruptcy to profitability, while increasing shareholder value by more than 1,500%. During the course of this effort, negotiated and implemented the following:

  · Recruitment of CEO, CFO, COO, CTO and Executive VP/Business Development
  · Focused the Company on higher profit margin niche markets, resulting in a majority of 1996 operating profits
  · Acquisition and Financing ($20M) of payphone routes in NYNEX, Bell Atlantic and Bell South Regions.
  · Acquired Capital Network Systems, Inc. ($25M international revenue base) in July 1996, for approximately $15M
  · Acquired National Billing Exchange in October of 1996
  · Reorganized the Company into three separate operating groups to streamline operations and further enhance profitability in 1996
  · Created first long distance coin program (payphones) outside of AT&T. Program had $6M

 

Leadership produced the following results:

  · 90% of inherited debt satisfied
  · Revenue increased from $30M to $117m
  · Qualified opinion removed by auditor in 1994
  · Market valuation increased from $7M to over $100m
  · Market makers increased from 7 to over 25
  · Average weekly trading volume increased from 12,000 shares in 1993 to approximately 450,000 in 1995
  · Secured over $35M in numerous financings

 

BOARD MEMBER VISION WORLD

Privately held company is one of the largest retail optical chains in the New York metropolitan area with over 20 locations.

  · Worked with management to reorganize unprofitable operations. Streamlined operations and enhanced profitability.

 

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Letter to the President, Dated September 11, 2012

 

 
 

 

Ronald Ordway

1868 Tucker Ind. Road

Tucker, Georgia 30084

 

Jonathan Ordway

1868 Tucker Ind. Road

Tucker, Georgia 30084

 

Templar Alliance Fund, LLC

238 NE 1st Avenue

Delray Beach, Florida 33444

Tel: (561) 279-8200, ext. 102

 

September 11, 2012

 

VIA FACSIMILE AND FEDEX

 

Mr. Sheldon Nelson

President

MDU Communications International, Inc.

60-D Commerce Way

Totowa, New Jersey 07512

Facsimile: (973) 237-9243

 

Dear Mr. Nelson:

 

The undersigned (the “Holders”) are beneficial owners, in the aggregate, of approximately 36% of the outstanding shares of common stock of MDU Communications International, Inc. (the “Company”).

 

Pursuant to Section 3 of the Company’s Bylaws, the Holders hereby demand that the Company notice a special meeting (the “Special Meeting”) of the Company’s stockholders for the purpose of holding a vote to remove Richard Newman (“Newman”) from the Company’s board of directors. The Holders further demand that the Special Meeting be held within fourteen (14) days of the date hereof.

 

 

 
 

 

Sincerely,

 

 

By: /s/ Ronald Ordway

       Ronald Ordway

By: /s/ Jonathan Ordway

       Jonathan Ordway

 

Templar Alliance Fund, LLC

 

By: /s/ Ken Baritz

       Ken Baritz

 

cc: Carolyn Howard