View:
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Primus Telecommunications Group, Incorporated
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
741929301
(CUSIP Number)
July 15, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
CUSIP NO. 741929301 2 of 6
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)
1
Michael A. Roth and Brian J. Stark, as joint filers
pursuant to Rule 13d-1(k)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SOLE VOTING POWER
5
SHARES 0
BENEFICIALLY SHARED VOTING POWER
6
OWNED BY EACH 531,322 shares of Common Stock
(See Item 4)
REPORTING SOLE DISPOSITIVE POWER
7
PERSON WITH 0
SHARED DISPOSITIVE POWER
8
531,322 shares of Common Stock
(See Item 4)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9
531,322 shares of Common Stock (See Item 4)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
5.5% (See Item 4)
TYPE OF REPORTING PERSON
12
IN
CUSIP NO. 741929301 3 of 6
Item 1(a). Name of Issuer:
Primus Telecommunications Group, Incorporated (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
7901 Jones Branch Drive
Suite 900
McLean, Virginia 22102
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office
and Citizenship:
This Schedule 13G is being filed on behalf of Michael A.
Roth and Brian J. Stark, as joint filers (collectively, the
"Reporting Persons").
The Reporting Persons have entered into a Joint Filing
Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1, pursuant to which the Reporting Persons have agreed
to file this Schedule 13G jointly in accordance with the
provisions of Rule 13d-1(k) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235. The Reporting Persons
are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e). CUSIP Number:
741929301
Item 3. Not applicable.
Item 4. Ownership:
(a) Amount beneficially owned:
531,322 shares of Common Stock*
(b) Percent of class:
Based on 9,600,000 shares of Common Stock outstanding as
indicated in the Issuer's Registration of Certain Classes of
Securities on Form 8-A filed on July 1, 2009 and 82,943 shares
of Common Stock issuable upon exercise of certain warrants held
by the Reporting Persons, the Reporting Persons hold
approximately 5.5%* of the issued and outstanding Common Stock
of the Issuer.
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote:
531,322 shares of Common Stock*
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose of or direct the
disposition of: 531,322 shares of Common Stock*
*The Reporting Persons beneficially own an aggregate of
531,322 shares of Common Stock. The foregoing amount of
Common Stock and percentage ownership represent the combined
indirect holdings of Michael A. Roth and Brian J. Stark.
All of the foregoing represents an aggregate of 531,322
shares of Common Stock held directly by Deephaven Global
Multi-Strategy Master Fund LP ("Deephaven Global"). The
Reporting Persons are the Managing Members of Stark Offshore
Management LLC, the Manager of Specialty Fund Management
Services LLC ("Specialty Fund"), which acts as investment
manager and has sole power to direct the management of
Deephaven Global. Through Deephaven Global, the Reporting
Persons possess voting and dispositive power over all of the
foregoing shares. Therefore, for the purposes of Rule 13d-3
under the Exchange Act, the Reporting Persons may be deemed to
be the beneficial owners of, but hereby disclaim such
beneficial ownership of, the foregoing shares.
CUSIP NO. 741929301 4 of 6
The foregoing amount of Common Stock and percentage ownership
includes 82,943 shares of Common Stock issuable upon exercise
of certain Warrants.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of a Group.
Not applicable
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.
CUSIP NO. 741929301 5 of 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.
Dated: July 30, 2009
/s/ Michael A. Roth
Michael A. Roth
/s/ Brian J. Stark
Brian J. Stark
SCHEDULE 13G
CUSIP NO. 74129301
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
531,322 shares of Common Stock of Primus Telecommunications Group, Incorporated
and further agree that this Joint Filing Agreement shall be included as an
exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on
July 30, 2009.
/s/ Michael A. Roth
Michael A. Roth
/s/ Brian J. Stark
Brian J. Stark