-----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, REoNhENPcG2g7O+h48zwrzZWm0vaqbtWXkR7zsIMiYGtrm9MQXNOgf77UquRKK9r PPpiobk5KStYnjuMzdpkxw== 0001209191-05-010620.txt : 20050217 0001209191-05-010620.hdr.sgml : 20050217 20050217171403 ACCESSION NUMBER: 0001209191-05-010620 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030829 FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACCERIS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000849145 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 592291344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9775 BUSINESSPARK AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 8585475700 MAIL ADDRESS: STREET 1: 1001 BRINTON ROAD CITY: PITTSBURGH STATE: PA ZIP: 15221 FORMER COMPANY: FORMER CONFORMED NAME: I LINK INC DATE OF NAME CHANGE: 19971020 FORMER COMPANY: FORMER CONFORMED NAME: MEDCROSS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COUNSEL CORP CENTRAL INDEX KEY: 0000939897 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17973 FILM NUMBER: 05624905 BUSINESS ADDRESS: STREET 1: EXCHANGE TOWER STE 1300 STREET 2: 2 FIRST CANADIAN PL CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4168663000 MAIL ADDRESS: STREET 1: EXCHANGE TOWER STE 1300 STREET 2: 2 FIRST CANADIAN PL CITY: TORONTO ONTARIO STATE: A6 ZIP: 000000 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2003-08-29 0 0000849145 ACCERIS COMMUNICATIONS INC ACRS.OB 0000939897 COUNSEL CORP 40 KING STREET WEST, SCOTIA PLAZA SUITE 3200 TORONTO, ONTARIO A6 M5H 3Y2 ONTARIO, CANADA 0 0 1 0 Common Stock 2003-08-29 4 J 0 118750 A 4088777.3 D Common Stock 2003-11-30 4 J 0 8681096 A 12769873.3 D Common Stock 2003-11-30 4 J 0 4747396 A 17517269.3 D Senior Convertible Loan and Security Agreement 5.02 2004-10-14 4 P 0 3329482 A 2001-03-01 2006-01-31 Common Stock 16714000.00 3329482 D Shares previously held in escrow in accordance with the terms and provisions of a certain Securities Purchase Agreement by and between Counsel Communications LLC and Winter Harbor LLC dated March 1, 2001, and released to Counsel Communications LLC in accordance with the terms and provisions of an agreement by and between Counsel Communications LLC and Winter Harbor LLC dated August 29, 2003. Effective November 30, 2003, Counsel Corporation (US) converted $32,721,391.92 of debt (principal plus interest) owed by the issuer into 8,681,096 shares of common stock. Effective November 30, 2003, Counsel Corporation (US) converted $7,951,887.71 of debt (principal plus interest) owed by the issuer into 4,747,396 shares of common stock. The indebtedness owed to Counsel Corporation under the Senior Convertible Loan and Security Agreement dated March 1, 2001, as amended May 8, 2001, March 1, 2003, November 19, 2003, June 30, 2004 and December 7, 2004 (the "Loan Agreement") was $16,714,000 as of December 31, 2004. Counsel Communications LLC, the original owner of the debt, has an option to acquire the debt at face value prior to conversion. All amounts outstanding under the Loan Agreement may be converted, at any time as elected by the Reporting Person, into common stock at a conversion rate of approximately $5.02 per share. Column 9 reflects the number of shares into which such debt may be converted as of December 31, 2004, which is subject to change as interest accrues quarterly. This Form 4 is filed jointly by Counsel Corporation, an Ontario corporation, Counsel Capital Corporation, an Ontario corporation, Counsel LLC, a Delaware limited liability company, CounselCare Ltd., a Delaware corporation, Counsel Communications LLC, a Delaware limited liability company, and Counsel Corporation (US), a Delaware corporation. The address for each of these entities is as set forth above, except with respect to Counsel LLC, CounselCare Ltd., Counsel Corporation (US) and Counsel Communication LLC, whose principal business address is 500 Atrium Drive, First Floor, Somerset, NJ 08873. Counsel Capital Corporation is a wholly-owned subsidiary of Counsel Corporation. 11.05% of Counsel LLC is owned by Counsel Capital Corporation and the remaining 88.95% of Counsel, LLC is owned by Counsel Corporation. Counsel Communications LLC is a wholly-owned subsidiary of Counsel LLC. CounselCare Ltd. is a wholly-owned subsidiary of Counsel Corporation, and Counsel Corporation (US) is a wholly-own ed subsidiary of CounselCare Ltd. All references to common shares of issuer give effect to the one for twenty reverse stock split effected by issuer on December 9, 2003. Stephen A. Weintraub Officer of Counsel Corporation, Counsel LLC, Counsel Capital Corporation, Counsel Communications LLC, CounselCare Ltd. and Counsel Corporation (US) /s/ Stephen A. Weintraub 2005-02-14 -----END PRIVACY-ENHANCED MESSAGE-----