0000909518-11-000386.txt : 20111122 0000909518-11-000386.hdr.sgml : 20111122 20111122160029 ACCESSION NUMBER: 0000909518-11-000386 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111122 DATE AS OF CHANGE: 20111122 GROUP MEMBERS: DAVID A. HURWITZ GROUP MEMBERS: JOHN T. BIRD GROUP MEMBERS: NEIL H. KOFFLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: PMC-BVI INC. GROUP MEMBERS: SC FUNDAMENTAL BVI INC. GROUP MEMBERS: SC FUNDAMENTAL LLC GROUP MEMBERS: SC FUNDAMENTAL LLC EMPLOYEE SAVINGS & PROFIT SHARING PLAN GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI LTD. GROUP MEMBERS: SC-BVI PARTNERS 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79111 FILM NUMBER: 111221968 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 IRS NUMBER: 133563962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 mm11-2211mdu_13ga7.htm mm11-2211mdu_13ga7.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_____________
SCHEDULE 13G
 
(RULE 13d-102)
 
(Amendment No. 7)*
 
MDU COMMUNICATIONS INTERNATIONAL, INC.
(Name of Issuer)
 
 
Common Stock, par value $0.001 per share
  
582828109
(Title of class of securities)
  
(CUSIP number)
 
 
November 18, 2011
 
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 o Rule 13d-1(b)
 x Rule 13d-1(c)
 o Rule 13d-1(d)
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Continued on Following Pages
Page 1
 
 

 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 2
 
 
1
   NAME OF REPORTING PERSONS:                SC FUNDAMENTAL VALUE FUND, L.P.    
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
126,231
6
SHARED VOTING POWER:
0
7
SOLE DISPOSITIVE POWER:
126,231
8
SHARED DISPOSITIVE POWER:
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
126,231
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.3%
 
12
TYPE OF REPORTING PERSON:
 
PN

 
 

 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 3
 
 
1
   NAME OF REPORTING PERSONS:             SC FUNDAMENTAL LLC
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
0
6
SHARED VOTING POWER:
126,231
7
SOLE DISPOSITIVE POWER:
0
8
SHARED DISPOSITIVE POWER:
126,231
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
126,231
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.3%
 
12
TYPE OF REPORTING PERSON:
 
OO
 
 

 

 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 4
 

1
   NAME OF REPORTING PERSONS:             SC FUNDAMENTAL VALUE BVI, LTD.
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
   CITIZENSHIP OR PLACE OF ORGANIZATION:               British Virgin Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
124,570
6
SHARED VOTING POWER:
0
7
SOLE DISPOSITIVE POWER:
124,570
8
SHARED DISPOSITIVE POWER:
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
124,570
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.27%
 
12
TYPE OF REPORTING PERSON:
 
CO
 


 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 5
 

1
   NAME OF REPORTING PERSONS:       SC-BVI PARTNERS
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
0
6
SHARED VOTING POWER:
124,570
7
SOLE DISPOSITIVE POWER:
0
8
SHARED DISPOSITIVE POWER:
124,570
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
124,570
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.27%
 
12
TYPE OF REPORTING PERSON:
 
PN
 
 


 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 6
 

1
   NAME OF REPORTING PERSONS:          PMC-BVI, INC.    
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
0
6
SHARED VOTING POWER:
124,570
7
SOLE DISPOSITIVE POWER:
0
8
SHARED DISPOSITIVE POWER:
124,570
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
124,570
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.27%
 
12
TYPE OF REPORTING PERSON:
 
CO


 

 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 7
 

1
   NAME OF REPORTING PERSONS:      SC FUNDAMENTAL BVI, INC.    
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a) [x]
(b) [_]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
0
6
SHARED VOTING POWER:
124,570
7
SOLE DISPOSITIVE POWER:
0
8
SHARED DISPOSITIVE POWER:
124,570
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
124,570
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
2.27%
 
12
TYPE OF REPORTING PERSON:
 
CO


 
 

 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 8
 
 
1
   NAME OF REPORTING PERSONS:            PETER M. COLLERY    
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
5,300
6
SHARED VOTING POWER:
250,801
7
SOLE DISPOSITIVE POWER:
5,300
8
SHARED DISPOSITIVE POWER:
250,801
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
256,101
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
4.67%
 
12
TYPE OF REPORTING PERSON:
 
IN

 


 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 9
 

1
   NAME OF REPORTING PERSONS:            NEIL H. KOFFLER    
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
0
6
SHARED VOTING POWER:
250,801
7
SOLE DISPOSITIVE POWER:
0
8
SHARED DISPOSITIVE POWER:
250,801
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
250,801
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
4.57%
 
12
TYPE OF REPORTING PERSON:
 
IN
 
 


 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 10
 

1
   NAME OF REPORTING PERSONS:            JOHN T. BIRD    
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
0
6
SHARED VOTING POWER:
250,801
7
SOLE DISPOSITIVE POWER:
0
8
SHARED DISPOSITIVE POWER:
250,801
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
250,801
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
4.57%
 
12
TYPE OF REPORTING PERSON:
 
IN

 
 

 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 11
 
 
1
   NAME OF REPORTING PERSONS:          DAVID A. HURWITZ    
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
0
6
SHARED VOTING POWER:
250,801
7
SOLE DISPOSITIVE POWER:
0
8
SHARED DISPOSITIVE POWER:
250,801
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
250,801
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
4.57%
 
12
TYPE OF REPORTING PERSON:
 
IN
 
 

 

 
 
 
 
 
 
CUSIP No.
582828109
13G
Page 12
 

1
   NAME OF REPORTING PERSONS:     SC FUNDAMENTAL LLC EMPLOYEE SAVINGS
                                                                    AND PROFIT SHARING PLAN
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
  
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER:
5,300
6
SHARED VOTING POWER:
0
7
SOLE DISPOSITIVE POWER:
5,300
8
SHARED DISPOSITIVE POWER:
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
5,300
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
0.1%
 
12
TYPE OF REPORTING PERSON:
 
EP


 
 
 
 
 
 

 
ITEM 1.
NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 
(a) and (b)  This Amendment No. 7 to the Statement on Schedule 13G (the “Schedule 13G”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of MDU Communications International, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 60-D Commerce Way, Totowa, New Jersey 07512.
 
ITEM 2.          NAME OF PERSON FILING
 
(a)           Name of Persons Filing:

 
(i)
  
SC Fundamental Value Fund, L.P.
 
(ii)
  
SC Fundamental LLC
 
(iii)
  
SC Fundamental Value BVI, Ltd.
 
(iv)
  
SC-BVI Partners
 
(v)
  
PMC-BVI, Inc.
 
(vi)
  
SC Fundamental BVI, Inc.
 
(vii)
  
Peter M. Collery
 
(viii)
  
Neil H. Koffler
 
(ix)
  
John T. Bird
 
(x)
  
David A. Hurwitz and
 
(xi)
  
SC Fundamental LLC Employee Savings and Profit Sharing Plan (collectively, the “Reporting Persons”)

(b)           Address of Principal Business Office or, if None, Residence:
 
The principal business office of each of the Reporting Persons listed in Item 2(a) is as follows:
 
The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz, and SC Fundamental LLC Employee Savings and Profit Sharing Plan is 747 Third Avenue, 27th Floor, New York, New York 10017.
 
The principal business office of SC Fundamental Value BVI, Ltd. is c/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands.  (Overnight Delivery Address: Ground Floor, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman).
 
(c), (d) and (e)                                For information with respect to citizenship of each of the Reporting Persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above.
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

(a)  [ ] Broker or dealer registered under Section 15 of the Exchange Act;

(b)  [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
 

 
 
Page 13
 


(c)  [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)  [ ] Investment company registered under Section 8 of the Investment Company Act;

(e)  [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)  [ ] An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)  [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)  [ ] A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)  [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)  [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4.          OWNERSHIP

(a) – (c)            The response of each of the Reporting Persons to Items 5 through 12 of each of their respective Cover Sheets which relate to the beneficial ownership of the Common Stock of the Issuer, as of November 18, 2011, is incorporated herein by reference.  The percentage ownership of each of the Reporting Persons is based on 5,485,669 shares of Common Stock outstanding as of August 12, 2011, as reported by the Issuer in its Annual Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 12, 2011.

ITEM 5.          OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the following|X|.

Not applicable.

ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

 
Page 14
 

ITEM 8.          IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

See Exhibit No. 2 hereto.

ITEM 9.          NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.                      CERTIFICATION

(a)           Not applicable.

(b)           By signing below, each of the undersigned certifies that, to the best of his or its 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.
 
[The remainder of this page intentionally left blank.]
 
 
 
 
 
 
 
 
 
 
 

 
Page 15
 

SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
Date:
November 22, 2011
  
     
   
SC FUNDAMENTAL VALUE FUND, L.P.
       
       
   
By:
SC Fundamental LLC, as General Partner
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL LLC
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL VALUE BVI, LTD.
       
       
   
By:
SC Fundamental BVI, Inc., as managing general
partner of investment manager
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
       
   
SC-BVI PARTNERS
       
       
   
By:
SC Fundamental BVI, Inc., as managing general partner
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
       
   
PMC-BVI, INC.
     
     
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Secretary
       
 
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
 
 
 
 
Page 16
 
 
 
 
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for
   
Peter M. Collery (1)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)
     
     
   
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
     
   
By:
  /s/  Peter M. Collery
     
Peter M. Collery, Trustee
 
 
(1)
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery.  The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on February 4, 2010, and is incorporated herein by reference.
 
(2)
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird.  The Power of Attorney for Mr. Bird is attached hereto as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 17, 2011.

(3)
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached hereto as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 17, 2011.
 
 
 
 
 
 

 
 
Page 17
 

EXHIBIT INDEX
 
Exhibit No.
Document
  
1
Joint Filing Agreement, dated November 22, 2011, among SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird, David A. Hurwitz and SC Fundamental LLC Employees Savings and Profit Sharing Plan, to file this Amendment No. 7 to the joint statement on Schedule 13G.
  
     
2
Identity of Members of Group
  
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
Page 18
 EX-99.1 2 mm11-2211mdu_13ga7ex1.htm EX.1 - JOINT FILING AGREEMENT mm11-2211mdu_13ga7ex1.htm
Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Amendment No. 7 to the statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of MDU Communications International, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned, hereby execute this Agreement this 22nd day of November, 2011
 
   
SC FUNDAMENTAL VALUE FUND, L.P.
       
       
   
By:
SC Fundamental LLC, as General Partner
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL LLC
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Member
       
       
   
SC FUNDAMENTAL VALUE BVI, LTD.
       
       
   
By:
SC Fundamental BVI, Inc., as managing general
partner of investment manager
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
       
   
SC-BVI PARTNERS
       
       
   
By:
SC Fundamental BVI, Inc., as managing general partner
       
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
       
 
 
 
 
 
 
 
 
 
       
   
PMC-BVI, INC.
     
     
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Secretary
       
 
       
   
By:
  /s/  Neil H. Koffler,
     
Neil H. Koffler, Vice President
 
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for
   
Peter M. Collery (1)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)
     
     
   
  /s/  Neil H. Koffler,
   
Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)
     
     
   
SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN
     
     
   
By:
  /s/  Peter M. Collery
     
Peter M. Collery, Trustee
 
 
 
(1)
Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery.  The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on February 4, 2010, and is incorporated herein by reference.
 
(2)
Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird.  The Power of Attorney for Mr. Bird is attached hereto as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 17, 2011.
 
 
 
 
2
 
 
 

 
(3)
Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached hereto as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 17, 2011.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 EX-99.2 3 mm11-2211mdu_13ga7ex2.htm EX.2 IDENTITY OF MEMBERS OF GROUP mm11-2211mdu_13ga7ex2.htm
Exhibit 2

IDENTITY OF MEMBERS OF GROUP



 
SC Fundamental Value Fund, L.P.
 
SC Fundamental LLC
 
SC Fundamental Value BVI, Ltd.
 
SC-BVI Partners
 
PMC-BVI, Inc.
 
SC Fundamental BVI, Inc.
 
Peter M. Collery
 
Neil H. Koffler
 
John T. Bird
 
David A. Hurwitz
 
SC Fundamental LLC Employee Savings and Profit Sharing Plan