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Item
1(a).
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Name
of Issuer:
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DigitalFX
International, Inc., a Florida corporation (the “Issuer”).
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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3035 East
Patrick Lane
Suite
#9
Las
Vegas, Nevada 89120
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Item
2(a).
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Name
of Person Filing
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence
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Portside
Growth and Opportunity Fund (“Portside”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Cayman Islands
Ramius
LLC (“Ramius”)
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
C4S &
Co., L.L.C. (“C4S”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Peter A.
Cohen (“Mr. Cohen”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Morgan B.
Stark (“Mr. Stark”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Thomas W.
Strauss (“Mr. Strauss”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Jeffrey
M. Solomon (“Mr. Solomon”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, $0.001 par value (the “Common Stock”)
25389E107
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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/x/ Not
applicable.
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(a)
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/
/
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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|
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(b)
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/
/
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Bank
as defined in Section 3(a)(6) of the Exchange
Act.
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(c)
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/
/
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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/
/
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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/
/
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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/
/
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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/
/
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
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(h)
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/
/
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
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(i)
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/
/
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
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(j)
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/
/
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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(a)
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Amount
beneficially owned:
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As of the
date hereof, Portside may be deemed to beneficially own 4,319,039 shares of
Common Stock.
Ramius,
as the investment advisor of Portside, may be deemed to beneficially own the
4,319,039 shares of Common Stock beneficially owned by Portside.
C4S, as
the managing member of Ramius, may be deemed to beneficially own the 4,319,039
shares of Common Stock beneficially owned by Portside.
Messrs.
Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be
deemed to beneficially own the 4,319,039 shares of Common Stock beneficially
owned by Portside.
The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of any shares of Common Stock owned
by another Reporting Person. In addition, each of Ramius, C4S and
Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the
shares beneficially owned by Portside and the filing of this statement shall not
be construed as an admission that any such person is the beneficial owner of any
such securities.
Based on
31,937,998 shares of Common Stock outstanding, which is the Reporting Persons’
estimate of the number of shares of Common Stock outstanding following the
issuance by the Issuer of an aggregate of 5,167,046 shares of Common Stock as
part of the entry by the Issuer into Amendment and Exchange Agreements with
certain investors, including the Reporting Persons. As of the date
hereof, each of Portside, Ramius, C4S and Messrs. Cohen, Stark, Strauss and
Solomon may be deemed to beneficially own approximately 13.5% of the outstanding
shares of Common Stock.
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(c)
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Number
of shares as to which such person
has:
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|
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(i)
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Sole
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(ii)
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Shared
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(iii)
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Sole
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
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(iv)
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Shared
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
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Item
5.
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Ownership
of Five Percent or Less of a
Class.
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Not
applicable
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary That Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
Applicable
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Item
8.
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Identification
and Classification of Members of the
Group.
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See
Exhibit 99.1.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable
By
signing below each of the undersigned certifies that, to the best of its
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.
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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PORTSIDE
GROWTH AND
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RAMIUS
LLC
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OPPORTUNITY
FUND
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By:
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C4S
& Co., L.L.C.,
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By:
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Ramius
LLC,
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as
managing member
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its
investment advisor
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C4S
& CO., L.L.C.
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By:
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/s/
Jeffrey
M. Solomon
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Name:
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Jeffrey
M. Solomon
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Title:
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Authorized
Signatory
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JEFFREY
M. SOLOMON
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/s/
Jeffrey
M. Solomon
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Individually
and as attorney-in-fact for
Peter
A. Cohen, Morgan B. Stark and
Thomas
W. Strauss
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