I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marty
Steinberg, as the Receiver of Lancer Management Group II, LLC, general
partner of Lancer Partners, LP, Lancer Offshore, Inc., LSPV, LLC., and
Omnifund, Ltd. and as the person in control of Lancer Partners,
LP
2.
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3.
SEC
USE ONLY
4.
SOURCE
OF FUNDS
OO
5.
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
¨
6.
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
NUMBER
OF
7.
SOLE
VOTING POWER
-0-
SHARES
BENEFICIALLY
8.
SHARED
VOTING POWER
-0-
OWNED
BY
EACH
REPORTING
9.
SOLE
DISPOSITIVE POWER
-0-
PERSON
WITH
10.
SHARED
DISPOSITIVE POWER
-0-
11.
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12.
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
13.
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
This Amendment No. 8 (this “Amendment”) to the
Schedule 13D filed on December 2, 2003 (the “Schedule 13D”) by
Marty Steinberg, as the Receiver of Lancer Management Group II, LLC, a
Connecticut limited partnership (“LMG II”), Lancer
Offshore, Inc., a British Virgin Islands international business company (“Lancer Offshore”),
Omnifund, Ltd., a British Virgin Islands international business company (“Omnifund”) and LSPV,
LLC, a Delaware limited liability company (“LSPV-LLC”) and as the
person in control of Lancer Partners, LP, a Connecticut limited partnership
(“Lancer
Partners”) (Marty Steinberg is sometimes referred to herein as the “Receiver” or the
“Reporting
Person”) (LMG II, Lancer Offshore, Omnifund, LSPV-LLC and Lancer Partners
are sometimes collectively referred to herein as the “Reporting Entities”)
relates to common shares, no par value (the “Common Shares”) of Zi
Corporation, a corporation organized under the laws of Alberta, Canada (the
“Issuer”). Marty
Steinberg is also the court-appointed receiver of Lancer Management Group, LLC
(“LMG”), LSPV,
Inc., a British Virgin Islands international business company (“LSPV-INC”), G.H.
Associates, LLC, a New York limited liability company (“G.H. Associates”),
Alpha Omega Group, Inc., a Delaware corporation (“Alpha Omega”) and CLR
Associates, LLC, a limited liability company (“CLR”). LMG
II, Lancer Offshore, Omnifund, LSPV-LLC, Lancer Partners, LMG, LSPV-INC, G.H.
Associates, Alpha Omega and CLR are sometimes collectively referred to herein as
the “Lancer
Entities”).
Item
1.
Security and
Issuer.
The class of equity securities to which
the Schedule 13D and this Amendment relate is Common Shares of the
Issuer. The principal executive office of the Issuer is located at
Suite 2100, 840 - 7th Avenue
S.W., Calgary, Alberta, Canada T2P 3G2.
Item
2.
Identity and
Background.
(a)-(c) and (f)
The Reporting Person filing the
Schedule 13D and this Amendment is:
As of July 10, 2003, Marty Steinberg
was appointed the Receiver of LMG, LMG II, Lancer Offshore, Omnifund, LSPV-LLC,
and LSPV-INC pursuant to an Order Appointing Receiver entered by the United
States District Court for the Southern District of Florida (the “District Court”) in
the action styled Securities Exchange
Commission v. Michael Lauer, et al., Case No. 03-80612-CIV-ZLOCH (the
“District Court
Order”). By virtue of his status as the Receiver of LMG II,
the general partner of Lancer Partners, the Receiver was designated the person
in control of Lancer Partners on July 25, 2003 by order of the United States
Bankruptcy Court for the District of Connecticut Bridgeport Division in an
action styled In Re:
Lancer Partners, Limited Partnership, Case No. 03-50492 (the “Bankruptcy Court
Order”). By further order of the District Court dated
September 3, 2003, the receivership was expanded to include G.H. Associates and
Alpha Omega. Mr. Steinberg is an attorney with the law firm of Hunton
& Williams, LLP and his principal business address is 1111 Brickell Avenue,
Suite 2500, Miami, Florida33131. Mr. Steinberg is a U.S.
citizen.
The following is a description of each
of the Reporting Entities:
Lancer Offshore is an international
business company a corporation organized under the laws of the British Virgin
Islands. The stated business purpose of Lancer Offshore was that of a
fund that pooled investment funds of its investors for the purpose of investing,
trading and dealing in securities traded in the U.S. and
elsewhere. The current principal address of Lancer Offshore is c/o
Marty Steinberg, Receiver, Hunton & Williams, LLP, 1111 Brickell Avenue,
Suite 2500, Miami, Florida33131.
Omnifund is an international business
company organized under the laws of the British Virgin Islands. The
stated business purpose of Omnifund was that of a fund that pooled investment
funds of its investors for the purpose of investing, trading and dealing in
securities traded in the U.S. and elsewhere. The current principal
address of Omnifund is c/o Marty Steinberg, Receiver, Hunton & Williams,
LLP, 1111 Brickell Avenue, Suite 2500, Miami, Florida33131.
LMG II is
a Connecticut limited partnership. The stated business purpose of LMG II was to
act as general partner of one or more investment limited partnerships or other
entities and provide advisory services in connection therewith. The current
principal address of LMG II is c/o Marty Steinberg, Receiver, Hunton &
Williams, LLP, 1111 Brickell Avenue, Suite 2500, Miami, Florida33131.
Lancer
Partners is a limited partnership organized under the laws of the State of
Connecticut. The stated business purpose of Lancer Partners was that of a fund
that pooled investment funds of its investors for the purpose of investing,
trading and dealing in securities traded in the U.S. and elsewhere. The current
principal address of Lancer Partners is c/o Marty Steinberg, Party in Control,
Hunton & Williams, LLP, 1111 Brickell Avenue, Suite 2500, Miami, Florida33131.
LSPV-LLC
is a Delaware limited liability company. The stated business purpose of LSPV-LLC
was that of a special purpose company formed to liquidate the assets of
redeeming investors of Lancer Partners by receiving a contribution of assets of
Lancer Partners equal to the pro rata share of the redeeming investors in the
assets of Lancer Partners. The current principal address of LSPV-LLC is c/o
Marty Steinberg, Receiver, Hunton & Williams, LLP, 1111 Brickell Avenue,
Suite 2500, Miami, Florida33131.
(d) and (e):
Marty Steinberg has not: (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such
laws.
The Lancer Entities are named as
defendants in the action styled Securities Exchange
Commission v. Michael Lauer, et al., Case No. 03-80612-CIV. As such, they
are subject to a Temporary Restraining Order and Preliminary Injunction, Order
Appointing Receiver and Case Management Order, all entered by the District Court
prohibiting certain activities subject to federal securities laws in the absence
of separate court orders.
Item
3. Source and Amount of Funds
or Other Consideration.
See Item 4.
Item
4. Purpose of
Transaction.
On April 9, 2009, the Issuer was
acquired by Nuance Communications, Inc. (“Nuance”) pursuant to an Arrangement
Agreement dated February 26, 2009, by and among Nuance, Nuance Acquisition
ULC, an Alberta unlimited liability corporation and an indirectly wholly owned
subsidiary of Nuance (“Sub”), and the Issuer, pursuant to which the Issuer
became a wholly owned subsidiary of Sub (the “Acquisition”). In
connection with the Acquisition, each Common Share of the Issuer outstanding
prior to the Acquisition, including the 18,718,008 Common Shares beneficially
held by the Reporting Person, was converted into the right to receive $0.34 in
cash and approximately 0.037 shares of Nuance common stock. The
shares of Nuance common stock received by the Reporting Person represent less
than 5% of the outstanding shares of Nuance common stock immediately following
the Acquisition. Upon the closing of the Acquisition, the Reporting Person
ceased to own any Common Shares of the Issuer.
Item
5. Interest in Securities of
the Issuer.
(a) As
of April 9, 2009, the Reporting Person ceased to own any Common Shares of the
Issuer.
(b) As
of April 9, 2009, the Reporting Person ceased to own any Common Shares of the
Issuer.
(c) See
Item
4.
(d) Not
applicable.
(e) As
of April 9, 2009, the Reporting Person ceased to be the beneficial owner of more
than five percent of the Common Shares of the Issuer.
Item
6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
Following the consummation of the
Acquisition, there are no remaining contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person and any person,
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities of the Issuer, 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.
Following the consummation of the
Acquisition, to the Reporting Person’s knowledge and belief, there are no
remaining contracts, arrangements, understandings or relationships (legal or
otherwise) among the Lancer Entities and any person, with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities of the Issuer, 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.
After reasonable inquiry and to the
best of his knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Marty
Steinberg, as Receiver of Lancer Management Group II, LLC, general partner
of Lancer Partners, LP, Lancer Offshore, Inc., LSPV, LLC and Omnifund,
Ltd. and as the person in control of Lancer Partners, LP.
Dates Referenced Herein and Documents Incorporated by Reference
