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