- Statement of Ownership (SC 13G)
January 25 2010 - 4:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
MDS INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
55269P302
(CUSIP
Number)
January
15,
2010
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule 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).
Continued
on following pages
Page 1 of
8 Pages
Exhibit
Index: Page 7
CUSIP No.:
55269P302
|
|
Page 2 of
8 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
WEST
FACE CAPITAL INC.
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Canada
|
Number
of
Shares
Beneficially
Owned
by Each Reporting
Person
With
|
5.
|
Sole
Voting Power
|
None
|
6.
|
Shared
Voting Power
|
6,164,273
|
7.
|
Sole
Dispositive Power
|
None
|
8.
|
Shared
Dispositive Power
|
6,164,273
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,164,273
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.1%
based on 120,137,229 shares outstanding as of October
31, 2009.
|
12.
|
Type
of Reporting Person:
CO,
IA
|
CUSIP No.:
55269P302
|
|
Page 3 of
8 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
GREGORY
A. BOLAND
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Canada
|
Number
of
Shares
Beneficially
Owned
by Each Reporting
Person
With
|
5.
|
Sole
Voting Power
|
None
|
6.
|
Shared
Voting Power
|
6,164,273
|
7.
|
Sole
Dispositive Power
|
None
|
8.
|
Shared
Dispositive Power
|
6,164,273
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,164,273
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.1%
based on 120,137,229 shares outstanding as of October 31,
2009.
|
12.
|
Type
of Reporting Person:
IN,
HC
|
Page 4 of 8
Pages
Item
1(a).
|
Name
of Issuer:
|
|
MDS
Inc. (the “Issuer”).
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
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2810
Matheson Blvd. East, Suite 500, Mississauga, Ontario, Canada L4W
4X7
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Item
2(a).
|
Name
of Person Filing:
|
|
This
Statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
|
|
i)
West Face Capital, Inc. (“West Face”); and
|
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ii)
Gregory A. Boland (“Mr. Boland”).
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This
Statement relates to the Shares (as defined herein) held for the accounts of
each of West Face Long Term Opportunities Master Fund L.P., a Cayman Islands
Limited Partnership (“WFMF”), West Face Long Term Opportunities (USA) Limited
Partnership., a Delaware Limited Partnership (“WFLP”), and West Face Long Term
Opportunities Limited Partnership (“WFCLP”), a Canadian Limited
Partnership. West Face serves as investment manager to each of WFMF,
WFLP and WFCLP. West Face (Cayman) Inc. serves as the General Partner
of WFMF. West Face Capital LLC serves as the General Partner of WFMF,
WFLP and WFCLP. Mr. Boland serves as a director of both West Face
(Cayman) Inc. and West Face Capital LLC. Mr. Boland is also President
and Chief Executive Officer of West Face. In such capacity, Mr.
Boland may be deemed to have voting and dispositive power over the Shares held
for each of WFMF, WFLP and WFCLP.
Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the
Reporting Persons is 2 Bloor Street East, Suite 810, Toronto, Ontario M4W
1A8.
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Item
2(c).
|
Citizenship:
1) West Face is a Canadian company; and
2) Mr. Boland is a citizen of Canada.
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Item
2(d).
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Title
of Class of Securities:
|
|
Common
Shares (the “Shares”).
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Item
2(e).
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CUSIP
Number:
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55269P302
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Item
3.
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If This Statement is Filed
Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing
is a:
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This
Item 3 is not applicable.
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Page 5 of 8 Page
s
Item
4.
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Ownership:
|
|
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Item
4(a).
|
Amount Beneficially
Owned:
|
As of
January 25, 2010, each of West Face and Mr. Boland may be deemed to be the
beneficial owner of 6,164,273 Shares. This amount consists of: (A)
3,366,573 Shares held for the account of WFMF; (B) 1,936,300 Shares held for the
account of WFLP; and (C) 861,400 Shares held for the account of
WFCLP.
Item
4(b).
|
Percent of
Class:
|
The
number of Shares of which each of West Face and Mr. Boland may be deemed to be
the beneficial owner constitutes approximately 5.1% of the total number of
Shares outstanding (based upon information provided by the Issuer in its Form
6-K dated January 21, 2010, there were 120,137,229 shares outstanding as of
October 31, 2009).
Item
4(c).
|
Number of Shares of which such
person has:
|
West Face and Mr. Boland:
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(i)
Sole power to vote or direct the vote:
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0
|
(ii)
Shared power to vote or direct the vote:
|
6,164,273
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(iii)
Sole power to dispose or direct the disposition of:
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0
|
(iv)
Shared power to dispose or direct the disposition of:
|
6,164,273
|
Item
5.
|
Ownership of Five Percent or
Less of a Class:
|
|
This
Item 5 is not applicable.
|
Item
6.
|
Ownership of More than Five
Percent on Behalf of Another Person:
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|
This
Item 6 is not applicable
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
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This
Item 7 is 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
disclosure in Item 2 hereof.
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Item
9.
|
Notice of Dissolution of
Group:
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This
Item 9 is not applicable.
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Item
10.
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Certification:
|
By signing below each
of the Reporting Persons certifies that, to the best of their 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 my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
January 25, 2010
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WEST
FACE CAPITAL INC.
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|
|
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By:
__
/s/
John Maynard
________
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Name: John
Maynard
|
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Title: Chief
Financial Officer
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Date:
January 25, 2010
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GREGORY
A. BOLAND
|
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By: ___
/s/ Gregory A.
Boland
__________
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EXHIBIT
INDEX
Ex.
|
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Page
No
.
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A
|
Joint
Filing Agreement, dated January 25, 2010 by and among West Face Capital
Inc. and Gregory A. Boland…………………………………………
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8
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Page 8 of 8 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of MDS Inc. dated as of January 25, 2010 is, and any amendments
thereto (including amendments on Schedule 13D) signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Date:
January 25, 2010
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WEST
FACE CAPITAL INC.
|
|
|
|
|
|
|
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By:
__
/s/ John
Maynard
________
|
|
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Name: John
Maynard
|
|
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Title: Chief
Financial Officer
|
|
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Date:
January 25, 2010
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GREGORY
A. BOLAND
|
|
|
|
|
|
|
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By: _
/s/ Gregory A.
Boland
__________
|
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