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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/17/05 Sandor Advisors, L.L.C. SC 13G 2:73K Catcher Holdings, Inc RR Donnelley John Lemak |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 56K 2: EX-99.1 Joint Filing Agreement HTML 8K
| sc13g |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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)
U.S. TELESIS HOLDINGS, INC.
Common Stock, par value $.001 per share
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
|
Rule 13d-1(b) |
|
ţ
|
Rule 13d-1(c) | |
o
|
Rule 13d-1(d) |
1
| CUSIP No: 903447100 | 13G | ||||||||
1
|
NAMES
OF REPORTING PERSONS
|
||||||||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||||||
Sandor
Advisors, LLC
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|||||||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||||||
| (a) | o | ||||||||
(b)
|
o | ||||||||
3
|
SEC USE ONLY
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||||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||||||
Texas
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|||||||||
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5 | SOLE
VOTING POWER
|
|||||||
0
|
|||||||||
| 6 | SHARED VOTING POWER | ||||||||
| 7,200,000 | |||||||||
| 7 | SOLE
DISPOSITIVE POWER
|
||||||||
| 0
|
|||||||||
8
|
SHARED
DISPOSITIVE POWER
|
||||||||
7,200,000
|
|||||||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||
|
7,200,000
|
|||||||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
|
||||||||
| o | |||||||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||||||||
| 14.0% | |||||||||
12
|
TYPE
OF REPORTING PERSON*
|
||||||||
OO
|
|||||||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
2
| CUSIP No: 903447100 | 13G | ||||||||
1
|
NAMES
OF REPORTING PERSONS
|
||||||||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||||||
John
Lemak
|
|||||||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||||||
| (a) o | |||||||||
| (b) o | |||||||||
3
|
SEC
USE ONLY
|
||||||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||||||
U.S.
|
|||||||||
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5 | SOLE
VOTING POWER
|
|||||||
0
|
|||||||||
| 6 | SHARED VOTING POWER | ||||||||
| 8,640,000 | |||||||||
| 7 | SOLE
DISPOSITIVE POWER
|
||||||||
| 0
|
|||||||||
8
|
SHARED DISPOSITIVE POWER
|
||||||||
8,640,000
|
|||||||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||
8,640,000
|
|||||||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
||||||||
| 16.6% | |||||||||
12
|
TYPE
OF REPORTING PERSON*
|
||||||||
IN
|
|||||||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
3
SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Sandor Advisors, LLC, a Texas limited liability company (“Sandor Advisors”), and Mr. John Lemak, the principal of Sandor Advisors, relating to shares of common stock of U.S. Telesis Holdings, Inc., a Delaware corporation (the “Issuer”). Sandor Capital Master Fund, L.P. (“Sandor Master Fund”) and Mr. Lemak previously were shareholders of Catcher, Inc., a Delaware corporation (“Catcher”), that was acquired by the Issuer through a series of stock purchases resulting in Catcher becoming a wholly-owned subsidiary of the Issuer. Pursuant to the acquisition of Catcher, Sandor Master Fund and Mr. Lemak exchanged shares of common stock in Catcher for shares of common stock (“Common Stock”), Series A Warrants in the Issuer (the “Series A Warrants”), and Series B Warrants (the “Series B Warrants”) in the Issuer. Each of the Series A Warrants and Series B Warrants are exercisable for one share of Common Stock.
Mr. Lemak and Sandor Advisors hold the shares of Common Stock of the Issuer for the account of
Sandor Capital, L.P. (“Sandor Capital”), Sandor Capital (QP), L.P., (“Sandor Capital (QP)”), and
Sandor Master Fund, all three Texas limited partnerships, of which Sandor Capital Management, L.P.,
is the General Partner (the “General Partner”).
Item 1(a) Name of Issuer.
| U.S. Telesis Holdings, Inc. | ||
Item 1(b) Address of Issuer’s Principal Executive Offices.
| P.O. Box 415 | ||
| Boston, Massachusetts 02117 | ||
Item 2(a) Name of Person Filing.
| This statement is filed by: (i) Sandor Advisors and (ii) Mr. | ||
| John Lemak, principal of Sandor Advisors, the general partner of | ||
| the General Partner. | ||
Item 2(b) Address of Principal Business Office.
Item 2(c) Place of Organization.
| Sandor Advisors is a Texas limited liability company. Mr. Lemak | ||
| is a United States citizen. | ||
Item 2(d) Title of Class of Securities.
| Common Stock, par value $.001 per share (the “Common Stock”). | ||
4
Item 2(e) CUSIP Number.
Item 3 Reporting Person.
| The person filing is not listed in Items 3(a) through 3(j). | ||
Item 4 Ownership.
(a) Pursuant to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934, on May 10, 2005, each Series A Warrant and Series B Warrant entitles its holder to one vote per share. Pursuant to Rule 13d-1(i), this Schedule 13G does not include the non-voting securities of the Issuer held by Sandor Advisors and Mr. Lemak.
(b) As of May 16, 2005, Sandor Advisors and Mr. Lemak beneficially own 8,640,000 shares of Common Stock of the Issuer, which represents 16.6% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 8,640,000 shares of Common Stock beneficially owned by Sandor Advisors and Mr. Lemak as of the date hereof, by (ii) 47,736,900 shares of Common Stock outstanding as of May 9, 2005, based upon the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934, on May 10, 2005, plus 4,320,000, the number of shares of Common Stock that Sandor Advisors and Mr. Lemak have the right to purchase under the Series A Warrants and Series B Warrants.
(c) Sandor Advisors, through its control of the General Partner, has the sole power to vote
and dispose of the: (i) 3,600,000 shares of Common Stock held by Sandor Master Fund, (ii) 1,800,000
Series A Warrants held by Sandor Master Fund, all of which may be exercised for Common Stock, and
(iii) 1,800,000 Series B Warrants held by Sandor Master Fund, all of which may be exercised for
Common Stock. As the principal of Sandor Advisors, Mr. Lemak may direct the vote and disposition
of all the Common Stock beneficially owned by Sandor Advisors, and the 720,000 shares of Common
Stock, 360,000 Series A Warrants, all of which may be exercised for Common Stock, and 360,000
Series B Warrants, all of which may be exercised for Common Stock, held by himself, individually.
Item 5 Ownership of Five Percent or Less of a Class.
| Inapplicable. | ||
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
| Inapplicable. | ||
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
5
| Inapplicable. | ||
Item 8 Identification and Classification of Members of the Group.
| Inapplicable. | ||
Item 9 Notice of Dissolution of Group.
| Inapplicable. | ||
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: May 17, 2005
| SANDOR ADVISORS, LLC | ||||||
| By: | /s/ John Lemak | |||||
| John Lemak, Manager | ||||||
| /s/ John Lemak | ||||||
| John Lemak | ||||||
7
| This ‘SC 13G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/17/05 | |||
| 5/16/05 | 10QSB, 3, SC 13D | |||
| 5/10/05 | 8-K | |||
| 5/9/05 | 8-K | |||
| 5/6/05 | SC 13D | |||
| List all Filings | ||||