- Amended Statement of Beneficial Ownership (SC 13D/A)
December 21 2009 - 2:38PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
INTERNATIONAL
ROYALTY CORPORATION
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Chris
Verbiski
Coordinates
Capital Corp.
Suite
1002 TD Place
140
Water Street
St.
Johns
Newfoundland
and Labrador
Canada,
A1C 6H6
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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).
CUSIP No. 460277
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1.
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Names of Reporting Persons.
Chris Verbiski
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization:
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
8,325,349 Common Shares
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8.
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Shared Voting Power
3,111,200 Common Shares
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9.
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Sole Dispositive Power
8,325,349 Common Shares
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10.
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Shared Dispositive Power
3,111,200 Common Shares
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
11,436,549 Common Shares
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
12.08%(1)
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14.
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Type of Reporting Person
(See Instructions)
IN
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(1) The calculation of this percentage is
based on 94,695,356 common shares of International Royalty Corporation (the
Issuer) outstanding, as reported in the Issuers unaudited consolidated
financial statements as of and for the nine months ending September 30, 2009.
2
CUSIP No. 460277
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1.
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Names of Reporting Persons.
Coordinates Capital Corp.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization:
Newfoundland and Labrador, Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0 Common Shares
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8.
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Shared Voting Power
3,111,200 Common Shares
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9.
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Sole Dispositive Power
0 Common Shares
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10.
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Shared Dispositive Power
3,111,200 Common Shares
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,111,200 Common Shares
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented
by Amount in Row (11)
3.29%(2)
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14.
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Type of Reporting Person
(See Instructions)
CO
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(2) The calculation of this percentage is based on 94,695,356 common
shares of the Issuer outstanding, as reported in the Issuers unaudited
consolidated financial statements as of and for the nine months ending
September 30, 2009.
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This Amendment No. 1 (the Amendment No. 1) to the
Schedule 13D is being filed on behalf of the undersigned to amend and update
the Reporting Persons Schedule 13D with respect to International Royalty
Corporation, a corporation incorporated under the laws of Canada (the
Issuer), which was originally filed by the undersigned with the Securities
and Exchange Commission (the SEC) on March 31, 2009 (the Initial Schedule
13D).
Unless otherwise indicated, all capitalized terms
used herein but not otherwise defined shall have the same meanings as set
forth in the Initial Schedule 13D.
Except as specifically amended hereby, this Amendment No. 1 does not
modify any of the information previously reported in the Initial Schedule
13D.
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Item 4.
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Purpose of the Transaction
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The Reporting Persons originally acquired common
stock of the Issuer for investment purposes.
The Reporting Persons intend to dispose all of their shares of common
stock of the Issuer in connection with a transaction between the Issuer and
Royal Gold, Inc., a Delaware corporation (Royal Gold). Through such proposed transaction, Royal
Gold has agreed to acquire all outstanding shares of the Issuer. Chris Verbiski (Verbiski) has entered
into a Voting Agreement with respect to the Reporting Persons intended
disposal and the proposed transaction. (See Item 6-Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer, for
a description of the Voting Agreement).
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Item 5.
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Interest in Securities of the Issuer
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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See Item 6-Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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On December 17, 2009, Verbiski, on behalf of each of
the Reporting Persons as beneficial owner of the common stock of the Issuer,
entered into a Voting Agreement to support Royal Golds proposed acquisition
of the Issuers stock. The Voting
Agreement includes voting each of the Reporting Persons shares and causing the
shares to be voted in favor of the proposed acquisition. In addition, Verbiski agrees not to take
certain actions with respect to the Reporting Persons shares of the Issuers
common stock (e.g., sell, option, transfer, pledge, convey, etc. their shares;
grant a proxy to a third party; vote against the merger; dissent with respect
to the merger; etc.).
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Item 7.
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Material to be Filed as Exhibits
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1. Voting
Agreement, dated December 17, 2009
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4
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.
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Chris Verbiski
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December 21, 2009
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(Date)
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/s/ Chris
Verbiski
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(Signature)
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COORDINATES
CAPITAL CORP.
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December 21, 2009
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(Date)
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/s/ Chris
Verbiski
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(Signature)
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Chris
Verbiski
President & Chief Executive Officer
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(Name/Title)
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The original statement shall be signed by
each person on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer or general partner
of the filing person), evidence of the representatives authority to sign on behalf
of such person shall be filed with the statement: provided, however, that a
power of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
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ATTENTION:
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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5
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