0001193125-14-240444.txt : 20140625 0001193125-14-240444.hdr.sgml : 20140625 20140618120310 ACCESSION NUMBER: 0001193125-14-240444 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140618 DATE AS OF CHANGE: 20140618 GROUP MEMBERS: FAIRFORD HOLDINGS LTD GROUP MEMBERS: SALAH N. OSSEIRAN TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CTI GROUP HOLDINGS INC CENTRAL INDEX KEY: 0000355627 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510308583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36554 FILM NUMBER: 14927194 BUSINESS ADDRESS: STREET 1: 333 NORTH ALABAMA STREET, SUITE 240 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 6106661700X206 MAIL ADDRESS: STREET 1: 333 NORTH ALABAMA STREET, SUITE 240 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSSEIRAN SALAH N CENTRAL INDEX KEY: 0001135979 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O CTI HOLDINGS GROUP INC STREET 2: 333 ALABAMA ST. #240 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 SC 13D/A 1 d745408dsc13da.htm SCHEDULE 13D AMENDMENT NO. 6 Schedule 13D Amendment No. 6

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

CTI Group (Holdings) Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

126431 10 5

(CUSIP Number)

Chad J. Rubin

Duane Morris LLP

30 S. 17th Street

Philadelphia, Pennsylvania 19103

(215) 979-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2014

(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.  ¨

 

* 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).

 

 

 


CUSIP No. 126431 10 5   Page 2 of 6

 

  1.   

Names of reporting persons.

 

Salah N. Osseiran

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    Not applicable.

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    Lebanon

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

    19,412,408

     8.   

Shared voting power

 

    0

     9.   

Sole dispositive power

 

    19,412,408

   10.   

Shared dispositive power

 

    0

11.  

Aggregate amount beneficially owned by each reporting person

 

    19,412,408

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    63.5%*

14.  

Type of reporting person (see instructions)

 

    IN

 

* Based on the sum of the (i) 29,352,271 outstanding shares of the Issuer’s Class A common stock, par value $0.01 per share (“Common Stock”), as provided to the Reporting Person by the Issuer, (ii) 189,583 shares of the Issuer’s Common Stock issuable upon exercise of the options which are currently exercisable, and (iii) 1,040,170 shares of Common Stock issuable upon the exercise of warrants owned by Fairford Holdings Scandinavia AB (“Fairford Holdings Scandinavia”), a wholly-owned subsidiary of Fairford Holdings Limited.

 

2


CUSIP No. 126431 10 5   Page 3 of 6

 

  1.   

Names of reporting persons.

 

Salah N. Osseiran Trust

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    Not applicable.

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    The Bahamas

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

    19,216,575

     8.   

Shared voting power

 

    0

     9.   

Sole dispositive power

 

    19,216,575

   10.   

Shared dispositive power

 

    0

11.  

Aggregate amount beneficially owned by each reporting person

 

    19,216,575

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    63.2%**

14.  

Type of reporting person (see instructions)

 

    OO

 

** Based on the sum of the (i) 29,352,271 outstanding shares of the Issuer’s Common Stock, as provided to the Reporting Person by the Issuer, and (ii) 1,040,170 shares of Common Stock issuable upon the exercise of warrants owned by Fairford Holdings Scandinavia.


CUSIP No. 126431 10 5   Page 4 of 6

 

  1.   

Names of reporting persons.

 

Fairford Holdings Limited

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    Not applicable.

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    British Virgin Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

    19,171,575

     8.   

Shared voting power

 

    0

     9.   

Sole dispositive power

 

    19,171,575

   10.   

Shared dispositive power

 

    19,171,575

11.  

Aggregate amount beneficially owned by each reporting person

 

    19,171,575

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    63.1%***

14.  

Type of reporting person (see instructions)

 

    CO

 

*** Based on the sum of (i) 29,352,271 shares of the Issuer’s Common Stock outstanding, as provided to the Reporting Person by the Issuer, and (ii) 1,040,170 shares of Common Stock issuable upon the exercise of warrants owned by Fairford Holdings Scandinavia.


CUSIP No. 126431 10 5   Page 5 of 6

 

This Amendment No. 6 (this “Amendment No. 6”) amends Items 3, 4 and 6 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2001, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 24, 2002; Amendment No. 2 to Schedule 13D filed with the SEC on February 29, 2008; Amendment No. 3 to Schedule 13D filed with the SEC on March 8, 2013; Amendment No. 4 to Schedule 13D filed with the SEC on November 1, 2013; and Amendment No. 5 to Schedule 13D filed with the SEC on December 13, 2013 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 4 of this Amendment No. 6 is incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby supplemented as follows:

As previously disclosed, Fairford Holdings Limited, John Birbeck and Michael Reinarts (collectively, the “Buyer Group”), submitted a letter to the Issuer’s Board of Directors (the “Board”), dated March 7, 2013, including a preliminary, non-binding indication of interest to acquire, directly or indirectly, all of the issued and outstanding shares of the Issuer’s Common Stock, all of the value of the outstanding options to purchase any shares of the Issuer’s Common Stock, and all other securities of the Issuer, in each case, not currently owned by the Buyer Group and for a cash purchase price of $0.29 per share (the “Initial Offer”). On December 30, 2013, the Buyer Group increased the Initial Offer from $0.29 per share to $0.40 per share (the “Revised Offer”).

Fairford Holdings Limited is an indirect wholly owned subsidiary of Salah H. Osseiran, a member of the Board, Mr. Reinarts is the Issuer’s Chairman of the Board, and Mr. Birbeck is the Issuer’s Chief Executive Officer and a member of the Board.

On June 14, 2014, the Special Committee of the Board rejected the Revised Offer. Upon being informed of the Special Committee’s rejection of the Revised Offer, on June 14, 2014, the Buyer Group informed the Company that it would not be increasing, and formally withdrew, the Revised Offer. Accordingly, the Board disbanded the Special Committee effective immediately.

Except as set forth in the Schedule 13D, the Reporting Person does not presently have any additional plans or proposals that relate to, or would result in, any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intentions with respect to any or all of the matters referred to in the Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 4 of this Amendment No. 6 is incorporated herein by reference.


CUSIP No. 126431 10 5   Page 6 of 6

 

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.

 

Date:  

June 18, 2014

   

/s/ Salah N. Osseiran

      Name: Salah N. Osseiran
      SALAH N. OSSEIRAN TRUST
      By:   GESTRUST SA, as Trustee
Date:  

June 18, 2014

    By:  

/s/ Diana Brush

        Name:   Diana Brush
        Title:   Senior Trust Manager
      FAIRFORD HOLDINGS LIMITED
Date:  

June 18, 2014

    By:  

/s/ Salah N. Osseiran

        Name:   Salah N. Osseiran
        Title:   Director