-----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, Bi91SZuFWAL2+aLqFT4AoKgvU9C2qV+huVILDpuFEO9/Aiy+25P3sjCZgEgDiK7A 2zgpkbdFRCJODHovQy2P+Q== 0000892712-07-001327.txt : 20071227 0000892712-07-001327.hdr.sgml : 20071227 20071227125626 ACCESSION NUMBER: 0000892712-07-001327 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071227 DATE AS OF CHANGE: 20071227 GROUP MEMBERS: LAKEFRONT PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIVERSINET CORP CENTRAL INDEX KEY: 0000918387 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980184587 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46793 FILM NUMBER: 071328392 BUSINESS ADDRESS: STREET 1: 2225 SHEPPARD AVE EAST STE 1801 STREET 2: TORONTO CANADA M2J 5C2 CITY: ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 4167562324 FORMER COMPANY: FORMER CONFORMED NAME: INSTANT PUBLISHER INC DATE OF NAME CHANGE: 19940201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WIGDALE JAMES B JR CENTRAL INDEX KEY: 0001277013 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 205 EAST WISCONSIN AVENUE STREET 2: SUITE 220 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4143471943 SC 13D/A 1 wigdale13da5.htm



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


________________


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No. 5)*


Diversinet Corp.

(Name of Issuer)


Common Shares

No Par Value

(Title of Class of Securities)


25536K303

(CUSIP Number)


James B. Wigdale, Jr.

205 East Wisconsin Avenue, Suite 210

Milwaukee, Wisconsin 53202

(414) 347-1943

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


December 19, 2007

(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 Rule 240.13d-1(e), Rule 240.13d-1(f) or Rule 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 Rule 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).








SC 13D


CUSIP No. 25536K303



Page 2 of 6 Pages



1


NAME OF REPORTING PERSON/

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)

Lakefront Partners, LLC

39-1943555



2


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   [X]

(b)   [  ]



3


SEC USE ONLY



4


SOURCE OF FUNDS


AF



5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


[   ]



6


CITIZENSHIP OR PLACE OF ORGANIZATION


Wisconsin

Number of

Shares Beneficially

Owned by Each

Reporting Person

With



7


SOLE VOTING POWER


4,576,129(1)

 



8


SHARED VOTING POWER


0

 



9


SOLE DISPOSITIVE POWER


4,576,129(1)

 



10


SHARED DISPOSITIVE POWER


0



11


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,576,129(1)



12


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


N/A



13


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


10.8%



14


TYPE OF REPORTING PERSON


OO

(1)  Includes currently exercisable warrants for 666,667 common shares.


2




SC 13D


CUSIP No. 25536K303



Page 3 of 6 Pages



1


NAME OF REPORTING PERSON/

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)

James B. Wigdale, Jr.



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 ITEMS 2(d) OR 2(e)


[   ]



6


CITIZENSHIP OR PLACE OF ORGANIZATION


USA

Number of Shares Beneficially Owned by Each Reporting Person

With



7


SOLE VOTING POWER


1,161,250 (1)

 



8


SHARED VOTING POWER


4,576,129(2)

 



9


SOLE DISPOSITIVE POWER


1,161,250 (1)

 



10


SHARED DISPOSITIVE POWER


4,576,129(2)


 

11


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


5,737,379 (3)



12


CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


N/A



13


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


13.5%



14


TYPE OF REPORTING PERSON


IN

(1)

Includes currently exercisable options for 50,000 common shares.

(2)

Includes currently exercisable warrants for 666,667 common shares.  Voting and dispositive power is shared with Lakefront Capital Management, LLC (“LCM”), the manager to Lakefront Partners, LLC.  The reporting person is the sole member of LCM.

(3)

Includes currently exercisable warrants for 666,667 common shares and options for 50,000 common shares.

3




SC 13D


CUSIP No. 25536K303



Page 4 of 6 Pages


Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, no par value (the “Common Stock”), of Diversinet Corp., a corporation organized under the laws of the province of Ontario, Canada (“Diversinet”), with principal executive offices located at 2225 Sheppard Avenue East, Suite 1801, Toronto, Ontario M2J 5C2.


Item 2.

Identity and Background

(a)-(c)

This statement is being filed by Lakefront Partners, LLC, a Wisconsin limited liability company (“Lakefront”), and James B. Wigdale, Jr. (“Wigdale”) (together, the “Reporting Persons”).  Mr. Wigdale is a director of Diversinet and the control person of Lakefront Capital Management, LLC, the manager of Lakefront.  The address of the principal business and principal office of the Reporting Persons is 205 East Wisconsin Avenue, Suite 210, Milwaukee, Wisconsin 53202.

(d) & (e)

During the past five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

(f)

Lakefront is a limited liability company organized under the laws of the State of Wisconsin.  Mr. Wigdale is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

On December 19, 2007, Wigdale exercised warrants to purchase 300,000 shares of Common Stock at an exercise price of $0.40 per share.  The exercise price of $120,000 was paid in personal funds of Wigdale.


Item 4.

Purpose of Transaction

The Reporting Persons exercised the warrants for investment purposes.  As noted herein, Mr. Wigdale is a director of Diversinet and in such capacity may influence the management policies and control of Diversinet, including, from time to time, with respect to actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.  Except as described in this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons reserve all rights with respect to any future plans or proposals.

(a)

The Reporting Persons currently have no intention of increasing their ownership of Common Stock other than pursuant to the exercise of the remaining warrants and options they own.  The Reporting Persons reserve the right to acquire additional shares of Common Stock or dispose of shares of Common Stock from time to time.

(b)

Not applicable.

(c)

Not applicable.

(d)

Not applicable.

(e)

Not applicable.

(f)

Not applicable.

(g)

Not applicable.


4




SC 13D


CUSIP No. 25536K303



Page 5 of 6 Pages


(h)

Not applicable.

(i)

Not applicable.

(j)

Not applicable.


Item 5.

Interest in Securities of the Issuer

(a)

See cover sheets.


(b)

See cover sheets.


(c)

Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in Common Stock during the past 60 days.


(d)

Members of Lakefront have the right to receive dividends from, or proceeds from the sale of, the Common Stock held by Lakefront.  The members of Lakefront are Mr. Wigdale and/or members of his immediate family or entities owned by such persons.


(e)

Not applicable.


Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer


Mr. Wigdale entered into a Consultant Agreement with Diversinet on April 15, 2007.


The Reporting Persons and Diversinet entered into a Stock Purchase Agreement with respect to the shares of Common Stock and warrants that were acquired in a private placement on July 5, 2006.  

The Reporting Persons and Diversinet entered into a Stock Purchase Agreement with respect to the shares of Common Stock that were acquired in a private placement on September 26, 2005.  A copy of the Stock Purchase Agreement is listed under Item 7 as Exhibit 1 and is incorporated herein by reference.

The Reporting Persons and Diversinet entered into a Stock Purchase Agreement with respect to the shares of Common Stock that were acquired in a private placement on December 20, 2004.  The Stock Purchase Agreement is listed under Item 7 as Exhibit 2 and is incorporated herein by reference.

The Reporting Persons and Diversinet entered into a Stock Purchase Agreement with respect to shares of Common Stock and warrants that were acquired in a private placement on January 19, 2004.  The Stock Purchase Agreement is listed under Item 7 as Exhibit 3 and is incorporated herein by reference.

Mr. Wigdale entered into a Consultant Agreement with Diversinet on January 15, 2004.  The Consultant Agreement is listed under Item 7 as Exhibit 4 and is incorporated herein by reference.

Mr. Wigdale and Diversinet entered into an addendum to the Consultant Agreement on December 20, 2004.  The addendum is listed under Item 7 as Exhibit 5 and is incorporated herein by reference.

The Reporting Persons and Diversinet entered into a Letter Agreement on December 14, 2004.  The Letter Agreement is listed under Item 7 as Exhibit 6 and is incorporated herein by reference.

Other than the matter disclosed above or in response to Items 3, 4, or 5 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of Diversinet, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


5




SC 13D


CUSIP No. 25536K303



Page 6 of 6 Pages


Item 7.

Material to Be Filed as Exhibits


Exhibit No.

                                                      Description                                                              

1

Stock Purchase Agreement dated September 26, 2005 between the Reporting Persons and Diversinet (Incorporated by reference to Exhibit No. 1 of Amendment No. 1 to the Reporting Persons’ Schedule 13D filed with the SEC on October 4, 2005).

2

Stock Purchase Agreement dated December 20, 2004 between the Reporting Persons and Diversinet (Incorporated by reference to Exhibit No. 1 of the Reporting Persons’ Schedule 13D filed with the SEC on January 4, 2005).

3

Stock Purchase Agreement dated January 15, 2004 between the Reporting Persons and Diversinet (Incorporated by reference to Exhibit No. 2 of the Reporting Persons’ Schedule 13D filed with the SEC on January 4, 2005).

4

Consultant Agreement dated January 15, 2004 between Mr. Wigdale and Diversinet (Incorporated by reference to Exhibit No. 3 of the Reporting Persons’ Schedule 13D filed with the SEC on January 4, 2005).

5

Consultant Agreement Addendum dated December 20, 2004 between Mr. Wigdale and Diversinet (Incorporated by reference to Exhibit No. 4 of the Reporting Persons’ Schedule 13D filed with the SEC on January 4, 2005).

6

Letter Agreement dated December 14, 2004 between the Reporting Persons and Diversinet (Incorporated by reference to Exhibit No. 5 of the Reporting Persons’ Schedule 13D filed with the SEC on January 4, 2005).

7

Joint Filing Agreement dated December 23, 2004 (Incorporated by reference to Exhibit No. 6 of the Reporting Persons’ Schedule 13D filed with the SEC on January 4, 2005).

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.


Dated: December 26, 2007

Lakefront Partners, LLC


By:  /s/ James B. Wigdale, Jr.                                       

        James B. Wigdale, Jr.*

        President



Dated: December 26, 2007

  /s/ James B. Wigdale, Jr.                                             

        James B. Wigdale, Jr.*



*Pursuant to previously filed Joint Filing Agreement.




6


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