0001447387-12-000015.txt : 20120214
0001447387-12-000015.hdr.sgml : 20120214
20120214162134
ACCESSION NUMBER: 0001447387-12-000015
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Global Telecom & Technology, Inc.
CENTRAL INDEX KEY: 0001315255
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 202096338
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80681
FILM NUMBER: 12610213
BUSINESS ADDRESS:
STREET 1: 8484 WESTPARK DRIVE
STREET 2: SUITE 720
CITY: MCLEAN
STATE: VA
ZIP: 22102
BUSINESS PHONE: (703) 442-5500
MAIL ADDRESS:
STREET 1: 8484 WESTPARK DRIVE
STREET 2: SUITE 720
CITY: MCLEAN
STATE: VA
ZIP: 22102
FORMER COMPANY:
FORMER CONFORMED NAME: Mercator Partners Acquisition Corp.
DATE OF NAME CHANGE: 20050124
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Spitfire Capital LLC
CENTRAL INDEX KEY: 0001531064
IRS NUMBER: 510629606
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 340 PINE STREET, SUITE 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: (415) 878-1908
MAIL ADDRESS:
STREET 1: 340 PINE STREET, SUITE 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
SC 13G
1
gtlt123111.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Global Telecom & Technology, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
378979108
---------------------------------
(CUSIP Number)
December 31, 2011
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(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).
..........................
CUSIP No. 378979108
..........................
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1 NAME OF REPORTING PERSON:
Spitfire Capital LLC
I.R.S. Identification Nos. of above persons (entities only):
51-0629606
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 1,015,220*
6 SHARED VOTING POWER: 0*
7 SOLE DISPOSITIVE POWER: 1,015,220*
8 SHARED DISPOSITIVE POWER: 0*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,220*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%*+
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12 TYPE OF REPORTING PERSON
OO
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* As of December 31, 2011, The Spitfire Fund, L.P. ("Spitfire"),
Saunwin Domestic Equities Fund LLC ("Saunwin") and Sucaba LLC ("Sucaba") owned
in the aggregate 1,015,220 shares of Common Stock of the Issuer ("Shares").
Spitfire Capital LLC ("Spitfire Capital") is the investment manager of
Spitfire as well as the investment manager of separate investment accounts
maintained by each of Saunwin and Sucaba in which such entities' respective
Shares referred to above are held. As a result of the foregoing,
Spitfire Capital possesses the power to vote and dispose or direct the
disposition of all the Shares owned by Spitfire, Saunwin and Sucaba that are
referred to above. Thus, for purposes of Rule 13d-3 under the Act,
Spitfire Capital may be deemed to beneficially own as of December 31, 2011
a total of 1,015,220 Shares.
+ Based on a total of 18,749,861 Shares outstanding, as set forth in the
Issuer's most recent Form 10-Q, filed November 10, 2011.
..........................
CUSIP No. 378979108
..........................
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1 NAME OF REPORTING PERSON:
Julian A.L. Allen
I.R.S. Identification Nos. of above persons (entities only):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 1,019,220*
6 SHARED VOTING POWER: 0*
7 SOLE DISPOSITIVE POWER: 1,019,220*
8 SHARED DISPOSITIVE POWER: 0*
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,220*
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%*+
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
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* As of December 31, 2011, The Spitfire Fund, L.P. ("Spitfire"),
Saunwin Domestic Equities Fund LLC ("Saunwin") and Sucaba LLC ("Sucaba") owned
in the aggregate 1,015,220 shares of Common Stock of the Issuer ("Shares"),
and Julian A.L. Allen owned 4,000 Shares. Spitfire Capital LLC
("Spitfire Capital") is the investment manager of Spitfire as well as the
investment manager of separate investment accounts maintained by each of
Saunwin and Sucaba in which such entities' respective Shares referred to above
are held. Mr. Allen is the sole member of Spitfire Capital. Mr. Allen is also
the sole member of Spitfire Fund GP LLC, the general partner of Spitfire. As a
result of the foregoing, Mr. Allen possesses the power to vote and dispose or
direct the disposition of all the Shares owned by Spitfire, Saunwin, Sucaba
and Mr. Allen that are referred to above. Thus, for purposes of Rule 13d-3
under the Act, Mr. Allen may be deemed to beneficially own as of
December 31, 2011 a total of 1,019,220 Shares.
+ Based on a total of 18,749,861 Shares outstanding, as set forth in the
Issuer's most recent Form 10-Q, filed November 10, 2011.
Item 1(a). Name of Issuer:
Global Telecom & Technology, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
8484 Westpark Drive
Suite 720
McLean, Virginia 22102
Item 2(a). Name of Person Filing:
1. Spitfire Capital LLC ("Spitfire Capital")
2. Julian A.L. Allen
These persons have entered into a joint filing agreement, dated
February 13, 2011, a copy of which is filed with this Schedule
13G as Exhibit A, pursuant to which such persons have agreed to
file this statement jointly in accordance with the provisions
of Rule 13d-1(k)(1) under the Act.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Spitfire Capital LLC
340 Pine Street, Suite 300
San Francisco, CA 94104
Item 2(c). Citizenship:
1. Spitfire Capital: Delaware
2. Julian A.L. Allen: United Kingdom
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
378979108
Item 3. Not Applicable.
Item 4. Ownership:
1. Spitfire Capital:
(a) Amount Beneficially Owned: 1,015,220
(b) Percent of Class: 5.4%+
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,015,220
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition of:
1,015,220
(iv) shared power to dispose or to direct the disposition of:
0*
2. Julian A.L. Allen:
(a) Amount Beneficially Owned: 1,019,220
(b) Percent of Class: 5.4%+
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,019,220
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition
of: 1,019,220
(iv) shared power to dispose or to direct the disposition
of: 0*
+ Based on a total of 18,749,861 Shares outstanding, as set forth in
the Issuer's most recent Form 10-Q, filed November 10, 2011.
Notwithstanding statements made in this Schedule 13G, Spitfire
Capital and Mr. Allen disclaim beneficial ownership of any Shares
referred to herein, except to the extent of their respective
pecuniary interests therein.
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 securities, check
the following | |
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
See the response to Item 4, above.
As of December 31, 2011, Spitfire, Saunwin and Sucaba owned in the aggregate
1,015,220 Shares, and Mr. Allen owned 4,000 Shares. Spitfire Capital is the
investment manager of Spitfire as well as the investment manager of separate
investment accounts maintained by each of Saunwin and Sucaba in which such
entities' respective Shares referred to above are held. Mr. Allen is the
sole member of Spitfire Capital. Mr. Allen is also the sole member of
Spitfire Fund GP LLC, the general partner of Spitfire. As a result of the
foregoing, Spitfire Capital possesses the power to vote and dispose or direct
the disposition of all the Shares owned by Spitfire, Saunwin and Sucaba that
are referred to above. Thus, for purposes of Rule 13d-3 under the Act,
Spitfire Capital may be deemed to beneficially own as of December 31, 2011 a
total of 1,015,220 Shares. Also as a result of the foregoing, Mr. Allen
possesses the power to vote and dispose or direct the disposition of all the
Shares owned by Spitfire, Saunwin, Sucaba and Mr. Allen that are referred to
above. Thus, for purposes of Rule 13d-3 under the Act, Mr. Allen may be deemed
to beneficially own as of December 31, 2011 a total of 1,019,220 Shares.
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of 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.
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.
February 14, 2012
SPITFIRE CAPITAL LLC
/s/ Julian A.L. Allen
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Julian A.L. Allen,
As sole member
/s/ Julian A.L. Allen
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JULIAN A.L. ALLEN
EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which
this Exhibit is attached, and such Schedule 13G is filed on behalf of
each of them; and
(ii) Each of them 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 person contained therein; but none of
them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
February 14, 2012
SPITFIRE CAPITAL LLC
/s/ Julian A.L. Allen
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Julian A.L. Allen,
As sole member
/s/ Julian A.L. Allen
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JULIAN A.L. ALLEN