0001144204-05-006172.txt : 20120629 0001144204-05-006172.hdr.sgml : 20120629 20050228150500 ACCESSION NUMBER: 0001144204-05-006172 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 GROUP MEMBERS: PLATINUM PARTNERS VALUE ARBITRAGE FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Onstream Media CORP CENTRAL INDEX KEY: 0000919130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 650420146 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53223 FILM NUMBER: 05645088 BUSINESS ADDRESS: STREET 1: 1291 SW 29 AVE STREET 2: STE 3A CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 9549176655 MAIL ADDRESS: STREET 1: 1600 S DIXIE HIGHWAY STREET 2: SUITE 3A CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: VISUAL DATA CORP DATE OF NAME CHANGE: 19961025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fennmore Holdings, LLC CENTRAL INDEX KEY: 0001319185 IRS NUMBER: 522435979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 581-0500 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 v013652.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No___) Onstream Media Corp. (formerly Visual Data Corp.) (Name of Issuer) Common Stock $0.0001 (Title of Class of Securities) 682875 10 9 (CUSIP Number) Mark Nordlicht Fennmore Holdings LLC 152 W. 57th Street, 54th Floor New York, NY 10019 (212) 581-0500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 682875 10 9 (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only). Fennmore Holdings LLC (2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) [X] (b) [ ] (3) SEC Use Only. (4) Citizenship or Place of Organization. Delaware Number of (5) Sole Voting Power: 2,712,500 Shares Beneficially (6) Shared Voting Power: 0 Owned by Each Reporting (7) Sole Dispositive Power: 2,712,500 Person With (8) Shared Dispositive Power: 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person. 85,000 shares of common stock 697,500 shares of common stock issuable upon the exercise of a common stock purchase warrant with an exercise price of $1.65 per share 450,000 shares of common stock issuable upon the exercise of a common stock purchase warrant with an exercise price of $1.00 per share 1,350,000 shares of common stock issuable upon the conversion of $1,350,000 principal amount 8% senior secured convertible notes 130,000 shares of common stock issuable upon the exercise of a common stock purchase warrant with an exercise price of $2.28 per share (10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. [ ] (11) Percent of Class Represented by Amount in Row 9. 9.99% -- The warrants and notes provide a limitation on the exercise of such warrants and conversion of such notes, such that the number of shares of common stock that may be acquired by the reporting group upon exercise and/or conversion of the warrants and notes shall be limited to the extent necessary to ensure that following such exercise and/or conversion the total number of shares of common stock then beneficially owned by the reporting group does not exceed 9.99% of the total number of issued and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise and/or conversion) for the purposes of Section 13(d) of the Exchange Act. (12) Type of Reporting Person (See Instructions). OO 2 CUSIP No. 682875 10 9 (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only). Platinum Partners Value Arbitrage Fund, LP (2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) [X] (b) [ ] (3) SEC Use Only. (4) Citizenship or Place of Organization. Cayman Islands Number (5) Sole Voting Power: 90,000 of Shares Beneficially (6) Shared Voting Power: 0 Owned by Each Reporting (7) Sole Dispositive Power: 90,000 Person With (8) Shared Dispositive Power: 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person. 90,000 shares of common stock issuable upon the exercise of a common stock purchase warrant with an exercise price of $1.65 per share (10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. [ ] (11) Percent of Class Represented by Amount in Row 9. 9.99% -- The warrants and notes provide a limitation on the exercise of such warrants and conversion of such notes, such that the number of shares of common stock that may be acquired by the reporting group upon exercise and/or conversion of the warrants and notes shall be limited to the extent necessary to ensure that following such exercise and/or conversion the total number of shares of common stock then beneficially owned by the reporting group does not exceed 9.99% of the total number of issued and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise and/or conversion) for the purposes of Section 13(d) of the Exchange Act. (12) Type of Reporting Person (See Instructions). PN 3 Item 1. (a) Name of Issuer. Onstream Media Corp. (b) Address of Issuer's Principal Executive Offices. 1291 SW 29 Avenue Pompano Beach, FL 33069 Item 2. (a) Name of Person Filing. Fennmore Holdings LLC Platinum Partners Value Arbitrage Fund, LP (b) Address or Principal Business Office or, if none, Residence. Fennmore Holdings LLC 152 W. 57th Street, 54th Floor New York, NY 10019 Platinum Partners Value Arbitrage Fund, LP 152 W. 57th Street, 54th Floor New York, NY 10019 (c) Citizenship or Place of Organization. Fennmore Holdings LLC - Delaware Platinum Partners Value Arbitrage Fund, LP - Cayman Islands (d) Title of Class of Securities. Common Stock, par value $0.0001 per share (e) CUSIP No. 682875 10 9 4 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940. (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 (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Fennmore Holdings LLC (a) Amount Beneficially Owned: 2,712,500 shares of common stock (b) Percent of class: 9.99% -- The warrants and notes provide a limitation on the exercise of such warrants and conversion of such notes, such that the number of shares of common stock that may be acquired by the reporting group upon exercise and/or conversion of the warrants and notes shall be limited to the extent necessary to ensure that following such exercise and/or conversion the total number of shares of common stock then beneficially owned by the reporting group does not exceed 9.99% of the total number of issued and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise and/or conversion) for the purposes of Section 13(d) of the Exchange Act. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,712,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,712,500 (iv) Shared power to dispose or to direct the disposition of: 0 Platinum Partners Value Arbitrage Fund, LP (a) Amount Beneficially Owned: 90,000 shares of common stock (b) Percent of class: 9.99% -- The warrants and notes provide a limitation on the exercise of such warrants and conversion of such notes, such that the number of shares of common stock that may be acquired by the reporting group upon exercise and/or conversion of the warrants and notes shall be limited to the extent necessary to ensure that following such exercise and/or conversion the total number of shares of common stock then beneficially owned by the reporting group does not exceed 9.99% of the total number of issued and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise and/or conversion) for the purposes of Section 13(d) of the Exchange Act. 5 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 90,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 90,000 (iv) Shared power to dispose or to direct the disposition of: 0 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 5 percent of the class of securities, check the following [ ]. Item 6. Ownership of More than 5 Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. Fennmore Holdings LLC Platinum Partners Value Arbitrage Fund, LP 6 Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. N/A Item 10. Certifications 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. Dated: February 28, 2005 FENNMORE HOLDINGS LLC By: /s/ MARK NORDLICHT --------------------- Name: Mark Nordlicht Title: Manager PLATINUM PARTNERS VALUE ARBITRAGE FUND, LP by its General Partner Platinum Management, Inc. By: /s/ MARK NORDLICHT --------------------- Name: Mark Nordlicht Title: Director 7 JOINT FILING AGREEMENT In accordance with Rule 13k-1 under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Onstream Media Corp., and further agrees that this Joint Filing Agreement be included as an exhibit to such filing. Dated: February 28, 2005 FENNMORE HOLDINGS LLC By: /s/ MARK NORDLICHT --------------------- Name: Mark Nordlicht Title: Manager PLATINUM PARTNERS VALUE ARBITRAGE FUND, LP by its General Partner Platinum Management, Inc. By: /s/ MARK NORDLICHT --------------------- Name: Mark Nordlicht Title: Director 8