0001144204-12-012265.txt : 20120301 0001144204-12-012265.hdr.sgml : 20120301 20120301140741 ACCESSION NUMBER: 0001144204-12-012265 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120301 DATE AS OF CHANGE: 20120301 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: 12656734 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 v304155_sc13da.htm SCHEDULE 13D/A

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)

 

February 23, 2012

(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
 

  

CUSIP No. 23248L 10 7  13D Page 2 of 8 Pages

 

1. NAME 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)  £
    (b)  £
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS*  
     
  OO  
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ 
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION   
     
  Delaware  
  7. SOLE VOTING POWER  
NUMBER OF      
SHARES   0  
BENEFICIALLY 8. SHARED VOTING POWER  
OWNED BY      
EACH   17,233,016  
REPORTING 9. SOLE DISPOSITIVE POWER  
PERSON    
WITH   0  
  10. SHARED DISPOSITIVE POWER  
       
    17,233,016  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  17,233,016  
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  
    £ 
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  39.1%  
14. TYPE OF REPORTING PERSON*  
     
  OO  

  Amount reflects accrued and unpaid interest on convertible notes through February 29, 2012.

 
 

 

CUSIP No. 23248L 10 7  13D Page 3 of 8 Pages

 

1. NAME 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)  £
    (b)  £
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS*  
     
  OO  
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ 
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION   
     
  Delaware  
  7. SOLE VOTING POWER  
NUMBER OF      
SHARES   0  
BENEFICIALLY 8. SHARED VOTING POWER  
OWNED BY      
EACH   17,233,016  
REPORTING 9. SOLE DISPOSITIVE POWER  
PERSON    
WITH   0  
  10. SHARED DISPOSITIVE POWER  
       
    17,233,016  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  17,233,016  
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  
    £ 
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  39.1%  
14. TYPE OF REPORTING PERSON*  
     
  OO  

  Amount reflects accrued and unpaid interest on convertible notes through February 29, 2012.

 
 

CUSIP No. 23248L 10 7  13D Page 4 of 8 Pages

 

1. NAME 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)  £
    (b)  £
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS*  
     
  OO  
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ 
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION   
     
  Delaware  
  7. SOLE VOTING POWER  
NUMBER OF      
SHARES   0  
BENEFICIALLY 8. SHARED VOTING POWER  
OWNED BY      
EACH   17,233,016  
REPORTING 9. SOLE DISPOSITIVE POWER  
PERSON    
WITH   0  
  10. SHARED DISPOSITIVE POWER  
       
    17,233,016  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  17,233,016  
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  
    £ 
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  39.1%  
14. TYPE OF REPORTING PERSON*  
     
  OO  

  Amount reflects accrued and unpaid interest on convertible notes through February 29, 2012.

 
 

 

CUSIP No. 23248L 10 7  13D Page 5 of 8 Pages

 

1. NAME 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)  £
    (b)  £
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS*  
     
  OO  
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ 
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION   
     
  Delaware  
  7. SOLE VOTING POWER  
NUMBER OF      
SHARES   0  
BENEFICIALLY 8. SHARED VOTING POWER  
OWNED BY      
EACH   17,233,016  
REPORTING 9. SOLE DISPOSITIVE POWER  
PERSON    
WITH   0  
  10. SHARED DISPOSITIVE POWER  
       
    17,233,016  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  17,233,016  
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  
    £ 
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  39.1%  
14. TYPE OF REPORTING PERSON*  
     
  OO  

Amount reflects accrued and unpaid interest on convertible notes through February 29, 2012.

 
 

Explanatory Note:

 

This Amendment No. 5 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 (“GR Match”), 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 4, 5, 6 and 7 of the Schedule 13D. Capitalized terms not defined herein shall have the meaning assigned to them in the Schedule 13D as amended.

 

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby deleted in its entirety and restated as follows:

 

On February 23, 2012, the Issuer filed a voluntary bankruptcy petition under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Proceeding”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The proceeding has been assigned Case No. 12-10633. In connection with the Chapter 11 Proceeding, GR Match and Issuer entered into a debtor-in-possession financing arrangement (the “DIP Facility”) pursuant to which the Issuer may borrow up to $4,610,000 to finance operations during its Chapter 11 Proceedings. Indebtedness incurred under the DIP Facility: (i) accrues interest at the rate of 8% per annum; (ii) matures on the earlier of (a) the closing of the sale of assets or (b) June 15, 2012; and (iii) is secured by certain liens on substantially all of the Issuer’s assets. GR Match is entitled to terminate the DIP Facility upon the occurrence of certain events or defaults by the Issuer. The DIP Facility is subject to a number of terms and conditions, including Bankruptcy Court approval. The foregoing summary of the DIP Facility does not purport to be complete and is qualified in its entirety by reference to the actual DIP Facility which may be modified prior to the Bankruptcy Court’s approval.

 

On February 23, 2012, the Issuer entered into an Asset Purchase Agreement with GR Match (the “APA”) pursuant to which the Issuer has agreed, subject to the conditions set forth in the APA, to sell substantially all of its assets to GR Match in a sale conducted under the supervision of the Bankruptcy Court. The APA provides that, subject to the terms and conditions set forth therein, Issuer will sell substantially all of its assets (with certain exclusions listed therein) to GR Match. In consideration for such assets, (a) GR Match will release Issuer from $12,000,000, in the aggregate, of liabilities relating to, (i) the DIP Facility, (ii) the Senior Loan Agreement, (iii) the Revolving Note, (iv) the Loan Modification Agreement; (b) all of GR Match’s 1,142,860 Shares and 10,031,500 Warrants in the Issuer will be cancelled; and (c) GR Match will pay Issuer $250,000.00. The sale of assets is subject to a number of terms and conditions, including Bankruptcy Court approval. GR Match is entitled to terminate the APA in certain circumstances, including: (i) upon the occurrence of certain events or defaults by the Issuer; (ii) if certain orders of the Bankruptcy Court are not entered by dates specified in the APA; and (iii) the Issuer accepts, in accordance with the bidding procedures, a bid submitted by a third party. As required by the Bankruptcy Code, the sale of the assets to GR Match will be subject to overbidding by other prospective purchasers pursuant to bidding procedures to be approved by the Bankruptcy Court.

 

The foregoing summary of the APA does not purport to be complete and is qualified in its entirety by reference to the actual agreement, which is attached hereto in Item 7 as Exhibit (1) and is incorporated by reference in its entirety into this Item 4. This Schedule 13D does not purport to amend, qualify or in any way modify the APA.

 

The Reporting Persons reserve the right to, and may, engage or otherwise participate in any transaction or other matter resulting from, or relating to, the pending bankruptcy proceedings of the Issuer, including any of the transactions or activities described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Other than as described in this Item 4, the Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters described in Item 4.

 
 

 

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 17,233,016 shares of Common Stock, representing approximately 39.1% of the total issued and outstanding shares of Common Stock (the “CyberDefender Shares”). The CyberDefender Shares are directly owned by 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:

 

Item 4 of this Amendment No. 5 is incorporated herein by reference in its entirety into this Item 6.

 

 

Item 7. Materials to be Filed as Exhibits.

 

The following amended and restated exhibits are filed herewith:

 

Exhibit A: Executive officers and directors of each of the Reporting Persons

 

In addition, Exhibit 7 is hereby supplemented by the incorporation of the following:

 

(1)Asset Purchase Agreement dated February 23, 2012 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 February 27, 2012).

 

 
 

 

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: February 29, 2012

 

 

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

   

  

 
 

 

Exhibit A

 

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Guthy-Renker LLC, the principal business and business address of which is described in Item 2.

 

Guthy-Renker Partners, Inc.  
Executive Officers  
Name Principal Occupation or Employment
Co-Chairman of the Board of Directors -- William R. Guthy  
Co-Chairman of the Board of Directors -- Paul Greg Renker  
Co-Chief Executive Officer, Co-President and Secretary -- Bennet Van de Bunt  
Co-Chief Executive Officer, Co-President and Treasurer -- Kevin Knee  
Assistant Secretary -- Dirk van de Bunt  
Executive Vice President -- Leonard Lieberman

Lieberman Productions, LLC

41-550 Eclectic St, Suite 200

Palm Desert, CA 92260

   

Directors

 
Name: Principal Occupation or Employment
William R. Guthy  
Paul Greg Renker  
Bennet Van de Bunt  
Kevin Knee  
Leonard Lieberman

Lieberman Productions, LLC

41-550 Eclectic St, Suite 200

Palm Desert, CA 92260

   
Guthy-Renker Holdings, LLC  
Executive Officers  
Name Principal Occupation or Employment
Co-Chairman of the Board of Managers  -- William R. Guthy  
Co-Chairman of the Board of Managers  -- Paul Greg Renker  
Co-Chief Executive Officer, Co-President and Secretary -- Bennet Van de Bunt  

Co-Chief Executive Officer, Co-President and Treasurer -- Kevin Knee

Assistant Secretary – Dirk van de Bunt

 
Executive Vice President -- Leonard Lieberman

Lieberman Productions, LLC

41-550 Eclectic St, Suite 200

Palm Desert, CA 92260

   
Board of Managers  
Name Principal Occupation or Employment
William R. Guthy  
Paul Greg Renker  
Bennet Van de Bunt  
Kevin Knee  
Markus Wilhelm

Strata Solar, LLC

1119 US 15-501 Hwy South Suite 101

Chapel Hill, NC 27517

   
Leonard Lieberman

Lieberman Productions, LLC

41-550 Eclectic St, Suite 200

Palm Desert, CA 92260

 

 
 

 

 

Guthy-Renker LLC  
Executive Officers  
Name Principal Occupation or Employment
Co-Chairman -- William R. Guthy  
Co-Chairman -- Paul Greg Renker  
Co-Chief Executive Officer, Co-President and Secretary -- Bennet Van de Bunt  
Co-Chief Executive Officer, Co-President and Treasurer -- Kevin Knee  
   
Chief Operating Officer -- Georg Richter  
Chief Administrative Officer, Executive Vice President and Assistant Secretary --Dirk van de Bunt  
Senior Vice President, Business and Legal Affairs and General Counsel – Stephanie Blackman  
Chief Operating Officer, International and President for the Americas/Europe/Russia/West  -- Bryan Ellis  
   
General Manager  
Name Principal Occupation or Employment
Guthy-Renker Holdings, LLC  
   
GR Match, LLC  
Executive Officers  
Name Principal Occupation or Employment
President -- Boris Shimanovsky  
Chief Financial Officer -- Kevin Knee  
Secretary -- Bennet Van de Bunt  

Assistant Secretary -- Dirk van de Bunt 

   
Management Committee  
Name Principal Occupation or Employment
Bennet Van de Bunt  
Kevin Knee