UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TUCOWS INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
898697107
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(CUSIP Number)
Robert S. Hart
Mark Cuban Companies
5424 Deloache Avenue
Dallas, TX 75220
(214) 378-5301
With a Copy to:
Robert W. Dockery
Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
Telephone: (214) 855-4500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
AUGUST 11, 2005
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(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 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 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 (the "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. 898697107 Page 2 of 6
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Cuban
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER 7. SOLE VOTING POWER
OF 6,111,700
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED 0
BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 6,111,700
PERSON
WITH 10. SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,111,700
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (1)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Based on 68,493,838 shares outstanding as of August 11, 2005, as reported
in the Registration Statement on Form S-1/A of TUCOWS, INC. filed on August
11, 2005.
CUSIP No. 898697107 Page 3 of 6
SCHEDULE 13D
FOR
Mark Cuban
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, no par value ("Common Stock") of
TUCOWS, INC., 96 Mowat Avenue, Toronto, Ontario M6K 3M1 (the "Issuer").
Item 2. Identity and Background
(A) Mark Cuban
(B) 5424 Deloache Avenue
Dallas, TX 75220
(C) Mr. Cuban is a private business owner and investor.
(D) During the last five years, Mr. Cuban has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(E) During the last five years, Mr. Cuban has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
that resulted in him being 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.
(F) Mr. Cuban is a citizen of the U.S.A.
Item 3. Source and Amount of Funds and Other Consideration
Through a personal investment account, the shares of Common Stock were purchased
for an aggregate purchase price of $5,869,967 using personal funds of Mr. Cuban.
Item 4. Purpose of Transaction
Mr. Cuban acquired the shares of Common Stock for investment purposes. Mr. Cuban
intends to assess his investment in the Issuer from time to time on the basis of
various factors, including, without limitation, the Issuer's business, financial
condition, results of operations and prospects, general economic, market and
industry conditions, as well as other developments and other investment
opportunities. Depending upon the foregoing factors or any other factors deemed
relevant by Mr. Cuban, he may acquire additional shares of Common Stock, or
dispose of all or part of the shares of Common Stock, in open market
transactions, privately negotiated transactions or otherwise. Mr. Cuban
currently intends to acquire additional shares of Common Stock in open market
CUSIP No. 898697107 Page 4 of 6
transactions or otherwise, subject to acceptable pricing and terms. Any
acquisition or disposition may be effected by Mr. Cuban at any time without
prior notice. Mr. Cuban may engage in communications from time to time with one
or more stockholders, officers or directors of the Issuer regarding the Issuer's
operating performance, strategic direction or other matters that, if effected,
could result in or relate to, among other things, any of the matters set forth
in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described
herein, Mr. Cuban does not have any present plans or intentions that would
result in, or relate to, any of the matters set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(A) According to the Registration Statement on Form S-1/A filed by the Issuer
on August 11, 2005, the number of shares of Common Stock outstanding on
August 11, 2005, was 68,493,838. As of the date of the filing of this
Schedule 13D, Mr. Cuban is the beneficial owner of 6,111,700 shares of
Common Stock, which represents approximately 8.9% of the shares of Common
Stock outstanding.
(B) Mr. Cuban has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 6,111,700 shares of Common
Stock.
(C) The following table discloses the transactions in shares of Common Stock
during the past 60 days by Mr. Cuban:
Number of Price Per
Date Type of Transaction Shares Share
--------------- ----------------------- ---------------- -----------
06/21/05 open market 131,500 0.94
06/28/05 open market 100,000 1.00
06/29/05 open market 100,000 1.00
06/30/05 open market 10,000 1.00
07/01/05 open market 11,400 1.00
07/05/05 open market 200,000 1.01
07/06/05 open market 500,000 1.02
07/07/05 open market 235,000 1.01
07/11/05 open market 80,000 1.04
CUSIP No. 898697107 Page 5 of 6
Number of Price Per
Date Type of Transaction Shares Share
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07/11/05 open market 250,000 1.04
07/11/05 open market 50,000 1.03
07/12/05 open market 14,600 1.03
07/14/05 open market 250,000 1.01
07/15/05 open market 325,000 1.01
08/11/05 secondary transaction 2,500,000 0.90
08/16/05 open market 90,600 0.92
08/17/05 open market 185,000 0.92
08/19/05 open market 36,100 0.87
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable.
Item 7. Material to Be Filed as Exhibits
Not Applicable.
CUSIP No. 898697107 Page 6 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.
Date: August 22, 2005 /s/ MARK CUBAN
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Mark Cuban