-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ILz9j4ciKNBiOdyFWapZQxIypK72LB9dv3AF7aFdsxzrJb45CR1niO2pE2HBdgI9 jC0np8SJjv1meJoANqVcrA== 0001104659-05-000894.txt : 20050110 0001104659-05-000894.hdr.sgml : 20050110 20050110094602 ACCESSION NUMBER: 0001104659-05-000894 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050110 DATE AS OF CHANGE: 20050110 GROUP MEMBERS: HEIGHTS CAPITAL MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QSOUND LABS INC CENTRAL INDEX KEY: 0000840518 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40073 FILM NUMBER: 05519682 BUSINESS ADDRESS: STREET 1: 400-3115 12 STREET NE CITY: CALGARY STATE: A0 ZIP: T2E7J2 BUSINESS PHONE: 403 291 2492 MAIL ADDRESS: STREET 1: 400-3115 12 STREET NE CITY: CALGARY STATE: A0 ZIP: T2E7J2 FORMER COMPANY: FORMER CONFORMED NAME: ARCHER COMMUNICATIONS INC DATE OF NAME CHANGE: 19930706 FORMER COMPANY: FORMER CONFORMED NAME: ARCHER INTERNATIONAL DEVELOPMENTS LTD DATE OF NAME CHANGE: 19890510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CITY LINE AVENUE, SUITE 220 STREET 2: C/O BALA INTERNATIONAL INC CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106172700 MAIL ADDRESS: STREET 1: 1900 MARKET ST STREET 2: C/O ARBIT INC CITY: PDELPHIA STATE: PA ZIP: 19102 SC 13G 1 a05-1268_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No.   )(1)

 

Qsound Labs, Inc.

(Name of Issuer)

 

Common Stock, no par value per share

(Title of Class of Securities)

 

74728C307

(CUSIP Number)

 

December 16, 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:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(1) 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).

 


 

 

CUSIP No.  74728C307

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Capital Ventures International

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
869,565(1) (2)

 

6.

Shared Voting Power 
869,565 (1) (2)

 

7.

Sole Dispositive Power 
869,565 (1) (2)

 

8.

Shared Dispositive Power
869,565(1) (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
869,565(1) (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.9%(3)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)           Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares.

(2)           Includes 521,739 shares issuable upon the exercise of presently exercisable warrants.

(3)           Based on 7,936,824 outstanding shares of the issuer’s Common Stock as stated in the Company’s Registration Statement on Form F-3 (Reg. No. 333-121871).

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Heights Capital Management, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
869,565(1) (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
869,565(1) (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
869,565 (1) (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.9%**

 

 

12.

Type of Reporting Person* (See Instructions)
CO

 

 

 

 

 

 

 

(1)           Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares.

(2)           Includes 521,739 shares issuable upon the exercise of presently exercisable warrants.

(3)           Based on 7,936,824 outstanding shares of the issuer’s Common Stock as stated in the Company’s Registration Statement on Form F-3 (Reg. No. 333-121871).

 

3


 

Item 1.

 

(a)

Name of Issuer
Qsound Labs, Inc.  (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
400-3115 12 Street NE, Calgary, AB, Canada  T2E7J2

 

Item 2.

 

(a)

Name of Person Filing
(1) Capital Ventures International (a “Reporting Person”)

(2) Heights Capital Management, Inc. (a “Reporting Person”)

 

(b)

Address of Principal Business Office or, if none, Residence
(1) One Capitol Place, P.O. Box 1787 GT, Grand Cayman, Cayman Islands, B.W.I.

(2) 101 California Street, Suite 3250, San Francisco, California 94111

 

(c)

Citizenship
(1) Cayman Islands

(2) Delaware

 

(d)

Title of Class of Securities
Common Stock, no par value per share, of the Company (“Common Stock”)

 

(e)

CUSIP Number
74728C307

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

4


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(1)

Capital Ventures International

 

(a)

Amount beneficially owned:   

869,565 (1) (2)

 

(b)

Percent of class:   

9.9%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

869,565(1) (2)

 

 

(ii)

Shared power to vote or to direct the vote    

869,565 (1) (2)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

869,565 (1) (2)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

869,565 (1) (2)

 

(2)

Heights Capital Management, Inc.

 

(a)

Amount beneficially owned:   

869,565 (1) (2)

 

(b)

Percent of class:   

9.9%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

869,565 (1) (2)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

869,565 (1) (2)

 

5


 

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   o.

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 or Control Person

 

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, 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.

 

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:

January 10, 2004

 

 

 

 

 

Capital Ventures International

 

 

 

 

 

 

By:  Heights Capital Management, Inc.,
pursuant to a Limited Power of Attorney, a copy
of which is filed as Exhibit A hereto.

 

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

and Secretary

 

 

 

 

 

 

 

Heights Capital Management, Inc.

 

 

 

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

 

Todd Silverberg, General Counsel

 

 

 

 

and Secretary

 

7


 

EXHIBIT INDEX

 

EXHIBIT

 

DESCRIPTION

A

 

Limited Power of Attorney

B

 

Joint Filing Agreement, dated January 10, 2005, pursuant to Rule 13d-1(k) between Capital Ventures International and Heights Capital Management, Inc.

 

8


 

Exhibit A

 

LIMITED POWER OF ATTORNEY

 

THIS LIMITED POWER OF ATTORNEY given on the 3rd day of April, 1999 by Capital Ventures International (hereinafter called “the Company”), whose Registered Office is situated at Second Floor, One Capital Place, P.O. Box 1781, Grand Cayman Islands, B.W.I.

 

WHEREAS, by agreement dated March 10, 1997, by and between the Company and Heights Capital Management, the Company expressly authorized Heights Capital Management to enter into transactions in certain designated areas as defined in the Agreement attached hereto marked “Appendix 1.”

 

NOW THIS DEED WITNESSETH that Ian A.N. Wight (Director) and Woodburne Associates (Cayman) Limited (Secretary) of the Company, hereby appoint on behalf of the Company the firm of HEIGHTS CAPITAL MANAGEMENT which through  its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions on behalf of and for the account of the Company and to take any actions on behalf of the Company as may be necessary to consummate such transactions, including but not limited to instructing the transfer of funds where necessary and executing required documentation.

 

IN WITNESS WHEREOF, the Company has caused its common seal to be hereunto affixed the day and year above written.

 

THE COMMON SEAL OF

 

CAPITAL VENTURES INTERNATIONAL

/s/ Ian A.N. Wight

 

 

was hereunto affixed in the presence of:

Ian A.N. Wight

 

(Director)

 

 

 

 

 

/s/ Woodburne Associates

 

 

Woodburne Associates

 

(Cayman) Limited

 

Secretary

 

9


 

EXHIBIT B

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of Qsound Labs, Inc., dated January 10, 2005, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934.

 

 

Date: January 10, 2005

Capital Ventures International

 

 

 

By:  Heights Capital Management, Inc.
pursuant to a Limited Power of Attorney, a
copy of which is filed as Exhibit A to the
Schedule 13G

 

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel
and Secretary

 

 

Date:  January 10, 2005

Heights Capital Management, Inc.

 

 

 

By:

/s/ Todd Silverberg

 

 

 

Todd Silverberg, General Counsel
and Secretary

 

10

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