0001144204-11-056496.txt : 20111005 0001144204-11-056496.hdr.sgml : 20111005 20111005132649 ACCESSION NUMBER: 0001144204-11-056496 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111005 DATE AS OF CHANGE: 20111005 GROUP MEMBERS: GR MATCH, LLC GROUP MEMBERS: GUTHY-RENKER HOLDINGS, LLC GROUP MEMBERS: GUTHY-RENKER LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYBERDEFENDER CORP CENTRAL INDEX KEY: 0001377720 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 651205833 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84253 FILM NUMBER: 111126269 BUSINESS ADDRESS: STREET 1: 617 WEST 7TH STREET STREET 2: SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 213-689-8631 MAIL ADDRESS: STREET 1: 617 WEST 7TH STREET STREET 2: SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Guthy-Renker Partners, Inc. CENTRAL INDEX KEY: 0001468598 IRS NUMBER: 800174540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 41-550 ECLECTIC ST. STREET 2: SUITE 200 CITY: PALM DESERT STATE: CA ZIP: 92260 BUSINESS PHONE: 760-773-9022 MAIL ADDRESS: STREET 1: 41-550 ECLECTIC ST. STREET 2: SUITE 200 CITY: PALM DESERT STATE: CA ZIP: 92260 SC 13D/A 1 v236584_sc13da.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

CYBERDEFENDER CORPORATION
(Name of Issuer)
 
COMMON STOCK, No Par Value
(Title of Class of Securities)
 
23248L 10 7
(CUSIP Number)
 
Guthy-Renker Partners, Inc.
41-550 Eclectic St., Suite 200
Palm Desert, CA 92260
760-773-9022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 2011
(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 §§240.13d-1(e), 240.13d-1(f) or 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 §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).
 
 
(Page 1 of 8 Pages)
 
 
CUSIP No. 23248L 10 7
13D
Page 2 of 8 Pages
     
1
NAMES OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Guthy-Renker Partners, Inc.
  
 
80-0174540
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
   
(a) o
   
(b) o
3
SEC USE ONLY
  
     
     
4
SOURCE OF FUNDS*
  
     
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
 
7
SOLE VOTING POWER
     
   
0
NUMBER OF
8
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
17,097,789†
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
    
PERSON WITH
  
0
 
10
SHARED DISPOSITIVE POWER
     
   
17,097,789†
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
17,097,789†
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
  
40.6%
  
14
TYPE OF REPORTING PERSON*
  
     
  
OO
  
† Amount reflects accrued and unpaid interest on convertible notes through September 30, 2011.

 
 
 

CUSIP No. 23248L 10 7
13D
Page 3 of 8 Pages
     
1
NAMES OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Guthy-Renker Holdings, LLC
  
 
26-2549633
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
   
(a) o
   
(b) o
3
SEC USE ONLY
  
     
     
4
SOURCE OF FUNDS*
  
     
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
 
7
SOLE VOTING POWER
     
   
0
NUMBER OF
8
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
17,097,789†
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
    
PERSON WITH
  
0
 
10
SHARED DISPOSITIVE POWER
     
   
17,097,789†
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
17,097,789†
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
  
40.6%
  
14
TYPE OF REPORTING PERSON*
  
     
  
OO
  
† Amount reflects accrued and unpaid interest on convertible notes through September 30, 2011.
 
 
 
 

CUSIP No. 23248L 10 7
13D
Page 4 of 8 Pages
     
1
NAMES OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Guthy-Renker LLC
  
 
33-0587817
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
   
(a) o
   
(b) o
3
SEC USE ONLY
  
     
     
4
SOURCE OF FUNDS*
  
     
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
 
7
SOLE VOTING POWER
     
   
0
NUMBER OF
8
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
17,097,789†
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
    
PERSON WITH
   0
 
10
SHARED DISPOSITIVE POWER
     
   
17,097,789†
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
  17,097,789†  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
  
40.6%
  
14
TYPE OF REPORTING PERSON*
  
     
  
OO
  
† Amount reflects accrued and unpaid interest on convertible notes through September 30, 2011.
 
 
 
 
 
CUSIP No. 23248L 10 7
13D
Page 5 of 8 Pages
     
1
NAMES OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
GR Match, LLC
  
 
20-0854483
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
   
(a) o
   
(b) o
3
SEC USE ONLY
  
     
     
4
SOURCE OF FUNDS*
  
     
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
 
7
SOLE VOTING POWER
     
   
0
NUMBER OF
8
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
17,097,789†
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
    
PERSON WITH
  
0
 
10
SHARED DISPOSITIVE POWER
     
   
17,097,789†
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
17,097,789†
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
  
40.6%
  
14
TYPE OF REPORTING PERSON*
  
     
  
OO
  
† Amount reflects accrued and unpaid interest on convertible notes through September 30, 2011.
 
 
 
 
 
Explanatory Note:

This Amendment No. 4 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission by Guthy-Renker Partners, Inc., a corporation organized under the jurisdiction of Delaware, and GR Match, LLC, a limited liability company organized under the jurisdiction of Delaware, on July 23, 2009 (the “Schedule 13D”) relating to the Common Stock of CyberDefender Corporation, a California corporation (“CyberDefender California”) and CyberDefender Corporation, a Delaware corporation and successor in interest to CyberDefender California (collectively, the “Issuer”).  This amendment reflects changes to Items 5, 6 and 7 of the Schedule 13D.  Capitalized terms not defined herein shall have the meaning assigned to them in the Schedule 13D.
 
Item 5.
Interest in Securities of the Issuer.

Paragraph (a) of Item 5 is deleted in its entirety and restated as follows:

(a)      The Reporting Persons beneficially own an aggregate of 17,097,789 shares of Common Stock, representing approximately 40.6% of the total issued and outstanding shares of Common Stock (the “CyberDefender Shares”).  The CyberDefender Shares are directly owned by GR Match, LLC (“GR Match”) which is a subsidiary of Guthy-Renker, LLC, which is a wholly-owned subsidiary of Guthy-Renker Holdings, LLC.  Guthy-Renker Holdings, LLC is a subsidiary of Guthy-Renker Partners, Inc.
 
 Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 is hereby supplemented by the addition of the following:

On September 30, 2011, GR Match entered into a Second Waiver and Forbearance Agreement (the “Second Forbearance Agreement”) with the Issuer.  Pursuant to the Second Forbearance Agreement, GR Match agreed that, subject to certain conditions, it would waive its rights and remedies (including but not limited to its rights as a secured party for any default by the Issuer) during a period of 120 days through and including January 24, 2012 under (i) the 9% Secured Convertible Promissory Note in the original principal amount of $5,300,000 dated March 31, 2010, the Senior Loan Agreement dated March 31, 2010, and the related loan documents and (ii) the Amended and Restated 9%  Secured Convertible Promissory Note dated February 25, 2011 in the original principal amount of $5,700,773.94, the Revolving Credit Loan Agreement dated December 7, 2010, effective December 3, 2010, the Loan Modification Agreement dated February 25, 2011, and the related loan documents.

In addition, on September 30, 2011, the Issuer amended three warrants previously granted to GR Match (the Additional Vested Warrant, the Media Services Warrant, and the Amended and Restated 2008 Warrant) by reducing the exercise price of each warrant from $1.25 to $.30 per share.  The warrants give GR Match the right to purchase an aggregate of 10,000,000 shares of Common Stock.
 
 
 
 
 
Item 7.
Materials to be Filed as Exhibits.
            
Item 7 is hereby supplemented by the incorporation of the following:

1.           Second Waiver and Forbearance Agreement dated September 30, 2011 between CyberDefender Corporation and GR Match, LLC (incorporated by reference from the Issuer’s Current Report on Form 8-K filed by the Issuer on October 4, 2011)
 
 
 
 
 
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: October 4, 2011

Guthy-Renker Partners, Inc.
    
     
By:  
/s/ Bennet Van de Bunt
    
 
Name:  
Bennet Van de Bunt
    
 
Title:  
Co-Chief Executive Officer
    
 
 
Guthy-Renker Holdings, LLC
    
     
By:  
/s/ Bennet Van de Bunt
    
 
Name:  
Bennet Van de Bunt
    
 
Title:  
Co-Chief Executive Officer
    
 
 
Guthy-Renker LLC
    
     
By:  
/s/ Bennet Van de Bunt
    
 
Name:  
Bennet Van de Bunt
    
 
Title:  
Co-Chief Executive Officer
    
 
 
GR Match, LLC
    
     
By:  
/s/ Bennet Van de Bunt
    
 
Name:  
Bennet Van de Bunt
    
 
Title:  
Secretary