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<SEC-DOCUMENT>0000902664-10-000338.txt : 20100205
<SEC-HEADER>0000902664-10-000338.hdr.sgml : 20100205
<ACCEPTANCE-DATETIME>20100205171357
ACCESSION NUMBER: 0000902664-10-000338
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20100205
DATE AS OF CHANGE: 20100205
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES LLC
CENTRAL INDEX KEY: 0000351262
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 2125750900
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HEALTH BENEFITS DIRECT CORP
CENTRAL INDEX KEY: 0001309442
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
IRS NUMBER: 980438502
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-81505
FILM NUMBER: 10578059
BUSINESS ADDRESS:
STREET 1: 5 RADNOR CORPORATE CENTER
STREET 2: SUITE 555
CITY: RADNOR
STATE: PA
ZIP: 19087
BUSINESS PHONE: 610-971-6197
MAIL ADDRESS:
STREET 1: 5 RADNOR CORPORATE CENTER
STREET 2: SUITE 555
CITY: RADNOR
STATE: PA
ZIP: 19087
FORMER COMPANY:
FORMER CONFORMED NAME: DARWIN RESOURCES CORP.
DATE OF NAME CHANGE: 20041123
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>p10-0232sc13ga.txt
<DESCRIPTION>HEALTH BENEFITS DIRECT CORPORATION
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13G/A
(Rule 13d-102)
(Amendment No. 3)*
----------------
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Health Benefits Direct Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42220V107
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 5 Pages)
- -----------
* 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 the disclosures provided in a prior cover page.
The information required in 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>
Schedule 13G/A PAGE 2 of 5
CUSIP No. 42220V107
(1) NAME OF REPORTING PERSON S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
- ------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ---------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
- ------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
OO, IA
- ------------------------------------------------------------------------
<PAGE>
Schedule 13G/A PAGE 3 of 5
CUSIP No. 42220V107
ITEM 1(a). NAME OF ISSUER:
Health Benefits Direct Corporation (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
150 North Radnor-Chester Rd.
Radnor Financial Center, Suite B101
Radnor, Pennsylvania 19087
ITEM 2(a). NAME OF PERSON FILING:
This statement is being filed by Cumberland Associates LLC
(the "Reporting Person").
Cumberland Associates LLC is engaged in the business of managing,
on a discretionary basis, three securities accounts (the
"Accounts"), the principal one of which is Cumberland Partners.
Gary G. Tynes, Bruce G. Wilcox, Andrew M. Wallach, Barry A. Konig,
Steven D. Morrow and Bradley H. Gendell are the members (the
"Members") of Cumberland Associates LLC.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business and office of Cumberland
Associates LLC and each of the Members is 1114 Avenue of the
Americas, New York, New York 10036.
ITEM 2(c). CITIZENSHIP:
Cumberland Associates LLC is a limited liability company organized
under the laws of New York. Each of the Members is a citizen of
the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
42220V107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 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) [X] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
<PAGE>
Schedule 13G/A PAGE 4 of 5
CUSIP No. 42220V107
to the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] 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).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c),
CHECK THIS BOX. [ ]
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 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 five percent of the class
of securities, check the following. [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the Reporting Person certifies that, to the
best of its knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and 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.
<PAGE>
Schedule 13G/A PAGE 5 of 5
CUSIP No. 42220V107
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 5, 2010
/s/ Gary G. Tynes
---------------------------------
Name: Gary G. Tynes
Title: Managing Member/Chief Operating
Officer/Chief Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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