sc13dza
| OMB APPROVAL |
| OMB Number: 3235-0145 |
| Expires: December 31, 2005 |
Estimated average burden
hours per response...15 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Perfect Data Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
713727105
(CUSIP Number)
Vandeberg, Johnson
& Gandara
1201 Pacific Avenue, Suite 1900
Tacoma, WA 98401
253-383-3791
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 8, 2005
(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.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* 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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
| |
|
|
|
|
|
|
| CUSIP No. 713727105 |
|
| |
1. |
Name of Reporting Person:
P.T. Houston, LLC |
I.R.S. Identification Nos. of above persons (entities
only):
32-0052654 |
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
| |
|
(a) |
o |
|
| |
|
(b) |
o |
|
|
| |
3. |
SEC Use Only: |
|
| |
4. |
Source of Funds (See Instructions):
OO |
|
| |
5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
|
|
| |
6. |
Citizenship or Place of
Organization:
Washington |
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With |
| 7. |
Sole Voting Power:
|
|
| 8. | Shared Voting
Power:
3,961,190 |
|
| 9. | Sole Dispositive
Power:
|
|
| 10. | Shared Dispositive
Power:
3,961,190 |
|
| |
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person:
3,961,190 |
|
| |
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
o |
|
| |
13. | Percent of Class Represented by
Amount in Row (11):
10.5% |
|
| |
14. | Type of Reporting Person (See
Instructions):
OO |
|
2
| |
|
|
|
|
|
|
| CUSIP No. 713727105 |
|
| |
1. |
Name of Reporting Person:
Thomas R. Ellis |
I.R.S. Identification Nos. of above persons (entities
only):
|
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
| |
|
(a) |
o |
|
| |
|
(b) |
o |
|
|
| |
3. |
SEC Use Only: |
|
| |
4. |
Source of Funds (See Instructions):
OO |
|
| |
5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
|
|
| |
6. |
Citizenship or Place of Organization:
United States
of America |
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With |
| 7. |
Sole Voting Power:
|
|
| 8. | Shared Voting
Power:
3,961,190 |
|
| 9. | Sole Dispositive
Power:
|
|
| 10. | Shared Dispositive
Power:
3,961,190 |
|
| |
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person:
3,961,190 |
|
| |
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
o |
|
| |
13. | Percent of Class Represented by
Amount in Row (11):
10.5% |
|
| |
14. | Type of Reporting Person (See
Instructions):
IN |
|
3
TABLE OF CONTENTS
Item 1. Security of the Issuer
This statement relates to the Common Stock, $.01 par value (the “Common Stock”), of PerfectData
Corporation (the “Issuer”), whose principal executive office is located at 825 Third Avenue,
32nd Floor, New York, NY 10022.
Item 2. Identity and Background
(a) Thomas R. Ellis and P.T. Houston, LLC (f.k.a. Lohrey LLC), of which Mr. Ellis is the sole
member and manager.
(b) Thomas R. Ellis does not currently have a residential address in the United States. The
business mailing address is 2323 North
30th
Street, Suite 100, Tacoma, WA 98403.
(c) Thomas R. Ellis was the Executive Vice President and a Director of Sona Mobile, Inc. He
resigned in March 2005. Thomas R. Ellis is currently unemployed. He is the sole member and
manager of P.T. Houston, LLC (f.k.a Lohrey LLC), which currently does not conduct any business
other than holding the shares of the Issuer.
(d) None
(e) None
(f) United States of America and Washington
Item 3. Source and Amount of Funds or Other Consideration
P.T. Houston, LLC (f.k.a. Lohrey LLC) acquired beneficial ownership of the shares of Common Stock
pursuant to an Agreement and Plan of Merger, dated as of March 7, 2005 (the “Merger Agreement”), by
and among the Issuer, PerfectData Acquisition Corporation (the “Merger Sub”), a wholly-owned
subsidiary of the issuer, and Sona Mobile, Inc. entered into an Agreement and Plan of Merger, dated
as of March 7, 2005. The Merger Agreement is more fully described in, and a copy of the Merger
Agreement (without exhibits and schedules) was previously filed as an Exhibit to, a current report
on Form 8-K filed by the Issuer on March 11, 2005, which is incorporated herein by this reference.
Under the Merger Agreement, Sona Mobile, Inc. merged with and into the Merger Sub, which was the
surviving entity. In the merger, the shareholders of Sona Mobile, Inc. received shares of the
Issuer’s Series A Convertible Preferred Stock, par value $.01 per share, which is convertible into
shares of the Issuer’s common stock, par value $.01 per share. Lohrey LLC was a shareholder of
Sona Mobile, Inc., and, as such, exchanged its shares of Sona Mobile, Inc. for approximately
82,333.38 shares of Series A Preferred Stock of the Issuer, which are convertible into 3,961,190
shares of Common Stock of the Issuer.
Under the Merger Agreement, the former shareholders of Sona Mobile, Inc., including P.T. Houston,
LLC (f.k.a. Lohrey LLC), can earn 11,389,271 additional shares of the Common Stock (the “Additional
Shares”) if the Issuer and Merger Sub on a consolidated basis have (1) revenues of at least
$3,000,000 and a gross profit margin of at least 50% for the fiscal year ending December 31, 2005
(“fiscal 2005”) or (2) Aggregate Revenues (as defined) of at least $12,000,000 and Aggregate Gross
Profit Margin (as defined) of at least 50% for fiscal 2005 and the fiscal year ending December 31,
2006. If the Additional Shares are earned, they will be allocated among the holders of the Series
A and Series B Preferred Stock pro rata based on their
relative holding of the Series A and Series B Preferred Stock. None of the conditions for the
issuance of the Additional Shares have been satisfied.
Item 4. Purpose of Transaction
The purpose of the acquisition of securities of the Issuer was to effect the merger of Sona Mobile,
Inc. into PerfectData Acquisition Corporation as described in the response to Item 3 of this
statement. As a result of the merger, all but one of the five directors of the Issuer and both of
its executive officers resigned and Sona Mobile, Inc. designated their replacements.
As described in the response to Item 3 of this statement, under the Merger Agreement P.T. Houston,
LLC (f.k.a. Lohrey LLC) may acquire its pro rata share of the Additional Shares. Thomas R. Ellis
and P.T. Houston, LLC (f.k.a. Lohrey LLC) intend to purchase additional securities of the Issuer
and sell securities of the Issuer from time to time, depending on the then market price of the
Common Stock and their financial requirements and resources.
Other than pursuant to the merger described in response to Item 3 of this statement, neither Thomas
R. Ellis nor P.T. Houston, LLC (f.k.a. Lohrey LLC) have any current plans or proposals which relate
to or would result in (1) an extraordinary corporate transaction involving the Issuer or any of its
subsidiaries; (2) a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (3) any change in the present board of directors or management of the Issuer; (4) any
material change in the present capitalization or dividend policy of the Issuer; (5) any other
material change in the Issuer’s business or corporate structure; changes in the Issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (6) causing a class of securities of the Issuer to be delisted
from a national exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (7) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section 12(g) of the Exchange
Act.
Item 5. Interest in Securities of the Issuer
(a) Thomas R. Ellis, as the sole member and manager of P.T. Houston, LLC (f.k.a. Lohrey LLC),
beneficially owns 3,961,190 shares of Common Stock of the Issuer, which is approximately 10.5% of
the outstanding common stock of the Issuer according to the
Issuer’s most recent filings.
(b) Thomas R. Ellis, as the sole member and manager of P.T. Houston, LLC (f.k.a. Lohrey LLC), has
the shared power with P.T Houston, LLC to direct the vote and disposition of the 3,961,190 shares
of Common Stock of the Issuer held by P.T. Houston, LLC, and any of the Additional Shares hereafter
acquired. In addition, on December 8, 2005, P.T. Houston, LLC executed a
Limited Power of Attorney appointing Ed Raisl as attorney-in-fact and granting authority to perform
any action, execute any document, or make any request related to the securities described in
paragraph (a) of Item 5. Ed Raisl’s business address is 2323 N. 30th Street, Tacoma,
Washington 98403. Ed Raisl is a certified public accountant at Raisl & Company PS. Mr. Raisl has
not been convicted in a criminal proceeding or a party to a civil proceeding in the last five
years. Mr. Raisl is a citizen of the Unites States of America.
(c) The persons named in response to paragraph (a) of this Item 5 of this statement had no
transactions in the Common Stock during the past 60 days except as described in response to Items
3, 5 and 6 of this statement.
(d) On June 13, 2005, Lohrey LLC executed a Secured Promissory Note in favor of Ed Raisl (“Note”).
The Note is secured by a Stock Pledge Agreement whereby, as amended, P.T. Houston, LLC (f.k.a.
Lohrey LLC) pledged 71,862 shares of Series A Convertible Stock (convertible to approximately
500,000 shares of Common Stock) it owned and any proceeds of its disposition, including the Common
Stock of the Issuer. Under the terms of the Note and Stock Pledge Agreement, Ed Raisl has the
right to receive the dividends from the securities described in paragraph (a) of this Item 5 until
the Note is paid in full. Proceeds from the sale of the securities described in paragraph (a) of
this Item 5 are subject to the terms of the Note and Stock Pledge Agreement. In addition, on
December 8, 2005, P.T. Houston, LLC executed a Limited Power of Attorney
appointing Ed Raisl as attorney-in-fact and granting authority to perform any action, execute any
document, or make any request related to the securities described in paragraph (a) of Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
On June 13, 2005, Lohrey LLC executed a Secured Promissory Note in favor of Ed Raisl (“Note”). The
Note is secured by a Stock Pledge Agreement whereby, as amended, P.T. Houston, LLC (f.k.a. Lohrey
LLC) pledged 71,862 shares of Series A Convertible Stock (convertible to approximately 500,000
shares of Common Stock) it owned and any proceeds of its disposition, including the Common Stock of
the Issuer. Under the terms of the Note and Stock Pledge Agreement, Ed Raisl has the right to
receive the dividends from the securities described in paragraph (a) of this Item 5 until the Note
is paid in full. Proceeds from the sale of the securities described in paragraph (a) of this Item
5 are subject to the terms of the Note and Stock Pledge Agreement. In addition, on December 8,
2005, P.T. Houston, LLC executed a Limited Power of Attorney appointing Ed
Raisl as attorney-in-fact and granting authority to perform any action, execute any document, or
make any request related to the securities described in paragraph (a) of Item 5.
On December 8, 2005, P.T. Houston, LLC granted Ed Raisl an option to purchase 4,167 shares of
Series A Preferred Stock of the Issuer for $36 per share, with appropriate adjustment to the
number, type and purchase price if, among other things, the Series A Preferred Stock is converted
to the Common Stock. Such option is exercisable between April 20, 2007 and April 19, 2012.
Except for (1) the Merger Agreement described in response to Items 3 and 4 of this statement, and
(2) the transactions described in response to Items 5 and 6 of this statement, there are no other
contracts, arrangements, understanding or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
There are no agreements with respect to the borrowing of funds to finance the acquisition of the
securities of the Issuer as disclosed in Item 3 of this statement. The only agreement with respect
to the acquisition of issuer, control, liquidation, sale of assets, merger or change in business or
corporate structure or any other matter as disclosed in Item 4, is the Merger Agreement as
described in Items 3 and 4, which was filed on March 11, 2005 as an exhibit to the Issuer’s current
report on Form 8-K and is incorporated herein by this reference. Except for the Note and Stock
Pledge Agreement described in Items 5 and 6, there is no agreement with respect to the transfer or
voting of the securities, finder’s fees, joint ventures, options, puts, calls, guarantees of loans,
guarantees against loss or of profit or the giving or withholding of any proxy as disclosed in Item
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: December 9, 2005
| |
|
|
P.T. HOUSTON, LLC
|
|
THOMAS R. ELLIS |
|
|
|
By /s/ Thomas R. Ellis
|
|
/s/ Thomas R. Ellis |
Thomas R. Ellis, Manager
|
|
Thomas R. Ellis |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that
such statement is filed, and any amendments thereto filed by either or both of us will be filed, on
behalf of each of us.
Dated: December 9, 2005
| |
|
|
P.T. HOUSTON, LLC
|
|
THOMAS R. ELLIS |
|
|
|
By /s/ Thomas R. Ellis
|
|
/s/ Thomas R. Ellis |
Thomas R. Ellis, Manager
|
|
Thomas R. Ellis |