4//SEC Filing
STANFORD INTERNATIONAL BANK LTD 4
Accession 0001181431-09-007566
CIK 0001352819other
Filed
Feb 9, 7:00 PM ET
Accepted
Feb 10, 12:58 PM ET
Size
13.2 KB
Accession
0001181431-09-007566
Insider Transaction Report
Form 4
ELANDIA INTERNATIONAL INC.ELAN.OB
STANFORD INTERNATIONAL BANK LTD
10% Owner
Transactions
- Other
COMMON STOCK
2009-02-06−16,148,612→ 12,364,378 total - Other
SERIES B CONVERTIBLE PREFERRED STOCK
2009-02-06−4,118,263→ 4,118,263 total(indirect: By Trust) - Purchase
SERIES B CONVERTIBLE PREFERRED STOCK
2009-02-06+1,777,778→ 4,118,263 total - Other
COMMON STOCK
2009-02-06−12,364,378→ 12,364,378 total(indirect: By Trust)
Holdings
- 28,512,990
COMMON STOCK
Footnotes (6)
- [F1]R. Allen Stanford is the beneficial shareholder of Stanford International Bank, Ltd. ("SIBL"). As a result of such ownership, Mr. Stanford could be deemed to have indirect beneficial ownership of 28,512,990 shares of common stock of the Issuer.
- [F2]Pursuant to a Fourth Amendment to Preferred Stock Purchase Agreement, dated September 17, 2008, SIBL purchased an aggregate of 2,340,485 shares of Series B Convertible Preferred Stock of the Issuer. Each share of the Series B Convertible Preferred Stock is initially convertible into one share of the Issuer's common stock. Every eight shares of the Series B Convertible Preferred Stock is currently convertible into seven shares of the Issuer's common stock.
- [F3]Pursuant to a Voting Trust Agreement between SIBL, Pete R. Pizarro, as Trustee, and the Issuer, dated February 6, 2009 (the "Voting Trust Agreement"), SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust Agreement an aggregate of 12,364,378 shares of the Issuer's common stock, par value $.00001 per share, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the Voting Trust Agreement.
- [F4]Pursuant to the Voting Trust Agreement, SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 4,118,263 shares of the Issuer's Series B $6.75 Convertible Preferred Stock, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the voting Trust Agreement. Every eight shares of the Series B Convertible Preferred Stock is currently convertible into seven shares of the Issuer's common stock.
- [F5]Pursuant to a Modification Agreement between SIBL and the Issuer, dated February 6, 2009, SIBL agreed to convert and exchange $12 million in debt of the Issuer owed to SIBL into 1,777,778 shares of Series B Convertible Preferred Stock of the Issuer, and to cancel any accrued unpaid interest outstanding on such principal amount.
- [F6]Pursuant to the Modification Agreement, SIBL agreed to surrender for cancellation by the Issuer, 16,148,612 shares of the Issuer's common stock.
Documents
Issuer
ELANDIA INTERNATIONAL INC.
CIK 0001352819
Entity typeother
Related Parties
1- filerCIK 0001073171
Filing Metadata
- Form type
- 4
- Filed
- Feb 9, 7:00 PM ET
- Accepted
- Feb 10, 12:58 PM ET
- Size
- 13.2 KB