UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
741929 10 3
(CUSIP Number)
Sean O'Sullivan RLT
6800 West Gate Blvd, Ste 132, PMB #123
Austin, Texas 78745
(512) 698-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 2006
(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 which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [__]
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all Exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
CUSIP No.
741929 10 3
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sean O'Sullivan
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check box if disclosure of legal proceedings is required pursuant to
Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
UNITED STATES
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7. Sole Voting Power
Number of 10,666,667 shares of common stock, par value $0.01 per
Shares share
Beneficially --------------------------------------------------------------
Owned by 8. Shared Voting Power
Each --------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person With 10,666,667 shares of common stock, par value $0.01 per
share
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,666,667 shares of common stock, par value $0.01 per share
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12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
9.4%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This Amendment relates to the shares of common stock, par value $0.01 per share
(the "Common Stock") of Primus Telecommunications Group, Incorporated, a
Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 7901 Jones Branch Drive, Suite 900, McLean,
Virginia 22102.
ITEM 2. IDENTITY AND BACKGROUND
(a) through (f):
This Amendment is being filed on behalf of the following natural person
(the "Filer"): Sean O'Sullivan, as Trustee for the Sean O'Sullivan
Revocable Living Trust, also known as Sean O'Sullivan RLT. Mr. O'Sullivan
is a self-employed engineer and entrepreneur who from time to time makes
purchases in public and private entities. His principal business
address is 6800 West Gate Blvd, Ste 132, PMB #123, Austin, Texas 78745.
The Filer has not (i) been convicted in a criminal proceeding or
(ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding has
been or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
The Filer is a citizen of the United States and additionally is a
citizen of Ireland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 15, 2006, the Filer made a private investment in a public equity
("PIPE") in the Issuer of $5,000,000.00 in exchange for 6,666,667 shares of
common stock.
Prior to this time, over a period of about 1 year, the Filer had acquired
beneficial ownership of 4,000,000 shares in the company through transactions
on the NASDAQ public market. 1,000,000 of these shares were purchased for
the benefit of his charitable foundation, The O'Sullivan Foundation, for
which the Filer disclaims ownership of the shares other than in terms
of control of the voting rights, by virtue of the Filer being the Trustee
and Director of the foundation.
ITEM 4. PURPOSE OF TRANSACTION.
Filer acquired the securities reported herein for investment purposes and may,
from time to time, depending on such Investor's evaluation of the market for
the Common Stock, other opportunities available to it, its financial
requirements and other possible future developments, decide to increase or
decrease its holdings of the Common Stock.
As a PIPE, the Issuer received these funds directly, for use for its general
corporate obligations and operations, and issued 6,666,667 new shares in the
company, raising the number of shares outstanding to approximately 113,776,004
shares.
Except as as otherwise set forth in this Item 4, the Filer has no present
plans or proposals which relate to or would result in:
(i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iv) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the Board of Directors;
(v) any material change in the present capitalization or dividend
policy of the Issuer;
(vi) any other material change in the Issuer's business or
corporate structure;
(vii) changes in the Issuer's Certificate of Incorporation, By-laws
or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any
person;
(viii) causing a class of securities of the Issuer to cease to be
quoted on The Nasdaq Stock Market, Inc.
(ix) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b):
The information required by these paragraphs is set forth in Items 7
through 11 and 13 of each of the cover pages of this document.
Such information is based upon 107,109,337 shares of common stock
outstanding as of February 28, 2006, as indicated in correspondence
from the Issuer.
(c):
Other than the transactions described in response to Item 3 hereof,
the filer purchased 317,157 shares of the Issuer during the past
sixty days in purchases on the NASDAQ public market, for prices ranging
from $0.75 to $0.82.
(d) and (e):
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The only contracts, arrangements, understandings or relationships that currently
exist between the Filer with respect to securities of the Issuer is the Stock
Subscription Agreement arranging for the purchase of the 6,666,667 shares as
described in Item 4, and a Non-Disclosure Agreement executed by Filer
on March 8, 2006 regarding the non-disclosure of the transaction until after
notice was filed with the SEC.
Except as otherwise set forth in this Filing and the Exhibits filed herewith,
there are no contracts, arrangements, understandings or relationships between
any of the Filers or any of the Covered Persons and any other person with
respect to any securities of the Issuer, including any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Subscription agreement by and among the Filer and Issuer incorporated
by reference to Appendix A of the PROSPECTUS SUPPLEMENT filed by the
Issuer with the Securities and Exchange Commission on March 15, 2006.
2. PROSPECTUS SUPPLEMENT filed by the Issuer with the Securities and
Exchange Commission on March 15, 2006, incorporated by reference.
There are no written agreements between the Filer and the Issuer relating
to the filing of joint acquisition statements as required by Section
240.13d-1(k) and there are no written agreements, contracts, arrangements,
understandings, plans or proposals relating to: (1) the borrowing of funds
to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business
or corporate structure or any other matter as disclosed in Item 4; and (3)
the transfer or voting of the securities, finder's fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees against loss or of
profit, or the giving or withholding of any proxy as disclosed in Item 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: March 23, 2006 SEAN O'SULLIVAN RLT
By: /s/ Sean O'Sullivan
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Name: Sean O'Sullivan
Title: Trustee