Deltathree Inc fka DDDC

[Renee]

DDDC Merged with D4 Acquisition, Inc. ($0.01/sh). FINRA deleted symbol.

http://otce.finra.org/DLSymbolNameChanges

[83Hurst/Olds]

I called ACN Phone: [phone] and just disconnects. Does anyone have a contact number or information to pursue assistance in this merger?

[83Hurst/Olds]

Has anyone petitioned for Section 262 - Delaware Code? I own a lot of these shares and realize Robert Stevanovski, Chairman of ACN is also affiliated with D4 & DDDC.

I called Effi Baruch at [phone] for information, but number is disconnected.

[Dina]

.01 cash offer to take DDDC private. They own already 54% of the o/s and acquired it 2009. No chance to anything against is.
Hm, i own shares, but i don´t believe anything positive comes out of this.
If there would be a positive plan, i doubt a $500m dollar revenue company needs to make this cheap offer. They would buy no matter if this is .02, .03 or .04 and they don´t get enough shares at this level and still stick with the .01 offer. Hm...

[Caveat Emptor]

Under the radar merger announcemet from today's 8-k.

http://ih.advfn.com/p.php?pid=nmona&article=66131204

On March 26, 2015 D4 Holdings sent a letter (the "Revised Offer Letter") to the Company's board of directors that indicated that D4 Holdings withdraws its previous offer and instead proposes to acquire the Company through a merger of the Company with a newly-formed acquisition subsidiary of D4 Holdings.

[goffman1]

I have been adding big position in DDDC because warrants are being issued to new insiders between strike prices of .02 cents and .41 cents.

The Board has also added seasoned professionals from Global Crossing, Frontier Communications, Metro PCS, ACN and Verizon pedigree.

I don't think a tender offer is in the works, I rather believe they will used DDDC as a shell company to expand. It is after all a publicly traded company that can be acquired on the cheap and have a listing.

I have been involved with other stocks that have followed this route and become actually valuable companies.

[Dina]

Level 2 looks good.
It´s still possible they will not go private or the cash offer will be higher. I highly doubt shareholder will get only .01 cash.
Watching for company news and hopefully it´s the positive sign i´m waiting for!

[Dina]

Ok, now i understand the plan.

D4 wants to take Deltathree private.

Question is, does Delathree agree or has a chance to fight against it, because they are already acquired and D4 holds 54%.

In question is also, will they change the cash offer to a higher price, because they don´t get any shares and it´s very strange to offer 50% below the market price and very unusual.

Before tax loss selling started it traded around .04

A Tender offer should be at a premium of the market price to have a chance to get any shares and this is the reason why some people still try to buy above .01.

We should hear what company has to say. No reason to sell one share into bid!

Offer a fair price if you want our shares, otherwise no shares for you and it will be delayed and more costs for you! Delta traded above .04 few months ago!

[Dina]

New Delaware Law May Facilitate the Use of Tender Offer Structures in Merger Transactions

September 6, 2013

What you need to know:

In August 2013, a new law went into effect in Delaware that allows buyers, subject to certain conditions, to quickly consummate a back-end merger without stockholder approval following a tender offer, even in situations where the buyer failed to reach the 90% ownership requirement to complete a short-form merger during the tender offer process.
What you need to do:

While the new Delaware law is designed to make two-step merger structures more efficient and less costly, buyers and targets still need to carefully evaluate various competing factors in deciding which deal structure to use for a given sale process. Deal participants in proposed transactions with an “interested stockholder” (as defined under the law) will need to be particularly sensitive to whether certain technical requirements under the new law may limit or preclude its use.




Background

Public company acquisitions are typically structured as either a (1) one-step long-form merger or (2) as a two-step merger that is initiated with a tender offer followed by a back-end squeeze out merger. Customary one-step mergers typically require several months to close, during which time a long-form proxy statement must be prepared and reviewed by the SEC, a proxy solicitation must be conducted and a stockholder vote must be obtained. The length of this process can create deal uncertainty by allowing time for competing bidders or dissident stockholders to mobilize an attack. Alternatively, if a buyer utilizes a front-end tender offer in connection with a negotiated transaction, it can obtain control of a target as early as one month following launch, assuming all regulatory approvals are satisfied. Front-end speed and related deal certainty are primary advantages of using two-step mergers.

One of the disadvantages of the two-step merger process in the past has been the delay and cost of consummating the back-end merger necessary to acquire the shares that were not purchased in the tender offer process. If the buyer failed to own at least 90% of a target’s stock after the tender, the buyer was not permitted to use a “short-form” merger (which requires board, but not stockholder approval). Instead, the buyer was required to prepare, file and mail an information statement (subject to review by the SEC) and hold a stockholder meeting. This process could result in two-step mergers taking longer to consummate than one-step mergers. Since a buyer would have already obtained control of the target and enough shares to control the vote on the back-end merger (but less than 90%) through the tender offer process, back-end mergers that require information statements and stockholder meetings are inefficient and expensive formalities that delay the inevitable.

Buyers and targets have utilized a variety of negotiated contractual provisions in merger agreements in an attempt to avoid or limit the risk of a prolonged and costly back-end merger process. One popular provision is the “top-up option,” which may be exercised upon completion of the tender. Top-up options grant a buyer the right to acquire shares of the target in an amount that would permit it to reach the 90% threshold and then effect a short-form merger. However, top-up options may not be utilized in all transactions and may be limited to the extent that the target has insufficient authorized but unissued shares. Dual track deal structures that both pursue a two-step tender offer and simultaneously file preliminary proxy materials for a one-step merger have been utilized in an effort to hedge against the risk of a delayed back-end merger if the tender offer does not reach 90%. None of these techniques or structures completely eliminates the risk of uncertainty as to whether a buyer will be able to utilize a short-form merger and, with respect to the dual track structure, can be just as expensive as using a tender offer followed by a long-form second-step merger.


A New Solution: Section 251(h) of the Delaware General Corporation Law

On August 1, 2013, the Delaware General Corporation Law was amended to add Section 251(h) which, subject to certain conditions, permits back-end mergers to be consummated following a tender offer that results in the buyer acquiring at least enough of the target’s shares to approve the merger (but less than 90%), without the need for a costly and time consuming back-end merger process. This new law could result in significant changes to the public company M&A process by increasing the use and attractiveness of negotiated tender offers and reducing the need for top-up options and costly dual track structures.

The following conditions must be satisfied in order to use Section 251(h):

The target must be listed on a national securities exchange or have more than 2,000 stockholders of record immediately prior to the execution of the merger agreement. The buyer must be a corporation.
The target’s certificate of incorporation must not contain a requirement for a stockholder vote to consummate a merger.
The merger agreement must have been entered into after August 1, 2013 and must contain a provision that expressly opts in to Section 251(h) that was approved by the target’s board.
The merger agreement must also require that the second-step merger be effected as soon as practicable following consummation of the tender offer.
The tender offer must be for any and all outstanding stock of the target that, absent Section 251(h), would be entitled to vote to adopt the merger agreement.
Following consummation of the tender offer, the buyer must own at least the required percentage of the outstanding shares of each class or series of stock of the target that would have been required to adopt the merger agreement (typically a majority).
The consideration paid for shares in the second-step merger must be the same amount and kind of consideration paid to stockholders in the tender offer.
No party to the merger agreement may be an “interested stockholder” (as defined in Section 203 of the DGCL) at the time the merger agreement is approved by the target’s board. Stockholders who own 15% or more of a target prior to approval of the merger agreement by the target’s board would be “interested stockholders” for purposes of Section 251(h).


Some Considerations

Customary Long-Form Mergers May Still Make Sense

As discussed above, one of the benefits of using a tender offer in a two-step merger structure is the speed at which a buyer can gain control of a target and the corresponding deal certainty. However, deals that in any structure could be subject to time-consuming antitrust or other significant regulatory review may be better off structured as customary one-step long-form mergers. For example, regulatory review could cause a tender offer to remain open for an extended period of time, which would leave open the time during which a target board could receive and accept a superior proposal from a third party. From a deal certainty perspective, when faced with the possibility of regulatory review and delay, it may be more beneficial to utilize the one-step merger process and obtain stockholder approval as soon as possible rather than letting the tender offer process linger, since stockholder approval typically eliminates a target board’s “fiduciary out” and ability to accept a superior proposal.

There may be other deal specific reasons to use one-step mergers. For example, a target’s charter may contain a provision requiring a vote on all merger transactions, thus eliminating the ability to use Section 251(h). Additionally, significant target contracts may contain covenants or restrictions that are triggered by a majority stockholder change, as opposed to a merger. Transactions involving publicly-traded buyers that use their stock as consideration will not be able to benefit from a speedy tender offer close if they are required to register their stock in the deal or if they are issuing a significant amount of stock and need to obtain their own stockholder approval as a condition to the issuance.

Interested Stockholder Limitations and Ambiguity

As discussed above, the buyer cannot be an “interested stockholder” at the time the target’s board approves the merger agreement. Section 251(h) incorporates the definition of “interested stockholder” from Section 203 of the DGCL, which makes a stockholder who owns 15% or more of the target at the time the merger agreement is signed an interested stockholder for this purpose. It is important to note that Section 251(h) did not incorporate the exceptions to the business combination restrictions contained in Section 203 for interested stockholders who receive target board approval or who have exceeded the 15% ownership threshold for more than three years. Consequently, such stockholders will not be able to utilize the benefits of Section 251(h) in connection with a going private transaction.

Additionally, the interested stockholder restriction in Section 251(h) may create some ambiguity around the implications of a buyer entering into support/voting agreements with stockholders holding 15% or more of the target’s outstanding shares. Even though these agreements can be pre-approved by the target’s board for purposes of the business combination restrictions under Section 203, the buyer may not be able to take advantage of Section 251(h) if an “agreement, arrangement or understanding” relating to 15% or more of outstanding voting stock of the target were to arise prior to the target’s board approving the transaction.

Although the wording of Section 251(h) may appear to provide a sequencing opportunity whereby a target board first approves the merger agreement and then subsequently the merger agreement and support/voting agreements are signed, this could be a risky path to follow since the sequencing could call into question whether an “agreement, arrangement or understanding” relating to the support/voting agreements existed at the time of the board approved merger agreement. Until there is greater clarity around this ambiguity, buyers should proceed with caution and consider limiting support/voting agreements to an amount that would keep their ownership below 15% of the target’s outstanding shares so that they are not deemed to be an “interested stockholder.”

No Change to Fiduciary Duties and Judicial Review

The new law does not change the fiduciary duties of directors in connection with mergers or the level of judicial review that will be applied to the decision to enter into a merger agreement. A target board’s decision to enter into a merger agreement structured to comply with Section 251(h) will still be subject to potential stockholder claims and will continue to be evaluated by Delaware courts under the common law of fiduciary duty, including the duty of loyalty.


Conclusion

Section 251(h) provides a practical statutory solution designed to streamline the two-step merger process, which should result in the increasing use of front-end tender offers in negotiated deals. Although two-step mergers are likely to be an increasingly appealing structure for public company M&A transactions, buyers and targets will need to carefully consider whether such a structure is available and makes sense for a particular proposed transaction. As indicated above, long-form merger structures will continue to be beneficial in a number of sale processes.

http://www.choate.com/news/new-delaware-law-may-facilitate-the-use-of-tender-offer-structures-in-merger-transactions

[Dina]

Today anyone else can correct this manipulation. I´m tired of it and painted it the whole week. They get no shares at bid but still manipulate pps with their $10-$100 trades into bid and after it bid is higher!

Robert, are you really so poor?

You could do something great, that´s why i bought shares but i´m not impressed with your offer, 50% below the market price and we both know the .022 is your ask to hold it down!

Merge ACN Inc into DDDC, it would trade multi dollars! You should respect shareholders, many bought DDDC when it traded over $.80
and waited for a very long time!

[Dina]

When do these people realize that they don´t get any shares just because they sold shares worth $100 in their own bid?
Btw this should be forbidden because it´s market manipulation!

Make a fair offer if you want our shares or deliver a great business(for example merge ACN Inc into DDDC and don´t wipe us out). Shareholder waited long enough for it!
It cannot be that difficult...

[Dina]

Now we know who manipulated pps down with these small trades and made these small order at .022 after it has broken .03
to hold it down.

There is no resistance anymore. Because they get no shares at bid, they want to confuse shareholders with a tender offer 50% below the market price. D4 hopes we fall for it and think about the fair value.

A tender offer should be at a premium of the market price and not 50% below.

[Dina]

"Since 2006, ACN has been endorsed by multi-billionaire and The Apprentice executive producer, Donald Trump. He has spoken at ACN International Training Events at which he has praised the company's founders, business model and video phone."

http://en.wikipedia.org/wiki/ACN_Inc.

I doubt Donald Trump would praise the way Robert Stevanovski tries to wipe shareholders out with his cheap offer!

Is the poker season over Robert, and you want to play with us? ;)

[Dina]

You don´t get my shares at .01. This was a Nasdaq company. It´s obvious you have a plan and try to get our shares at a very cheap price and wipe us out! Bring value into DDDC and start to respect shareholders!

We intend to cause any common stock not acquired by D4 during the tender offer to be acquired in a subsequent “short form” merger at the same price per share offered in the tender offer, and that the short form merger will be effected promptly following the consummation of the offer. D4 reserves the right to effect a long form merger if we deem it to be required or preferable. In any event, the merger consideration will also be $0.01 per share in cash. D4 will pay the cash consideration required for the tender offer and merger from its own funds; accordingly there will be no financing contingency.

Ok then we will see what will happen after the short term merger with your great subsidiary.:)
It seems it´s not our last opportunity to monetize "the value"(in your opinion .01) of our shares. ;)

As you are aware, the Company has been in financial distress for some time. In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 the Company reported that “there is substantial doubt about the Company’s ability to continue as a going concern,” noting that, as of September 30, 2014, “the Company had negative working capital equal to approximately $8.3 million as well as negative stockholders’ equity equal to approximately $8.2 million.” The Company is currently in default under its forbearance agreements with D4 and the ACN Entities, as that term is defined in the referenced Form 10-Q, and in our view is unlikely to be able to pay those debts. Given the ongoing challenges to the Company’s business, D4 is not willing to enter into further forbearance arrangements or to provide additional financing to the Company. Accordingly, D4 submits that the offer proposed in this letter is the best and last opportunity for the Company’s stockholders to monetize the value of their shares. This is particularly true in view of the poor prospects for the Company and the extremely limited trading market that now exists for the shares on the OTC Pink market.

Yes sure. ;)
If everything is so bad, you would sell your shares and you would not be interested to buy our shares.

[Dina]

February 25, 2015

(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






EXPLANATORY STATEMENT



This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”) of deltathree, Inc. (the “Company”). This Amendment No. 5 is being jointly filed by (i) D4 Holdings, LLC, a Delaware limited liability company (“D4 Holdings”), (ii) Manna Holdings, LLC, a Delaware limited liability company (“Manna Holdings”), (iii) Praescient, LLC, a North Carolina limited liability company, and (iv) Robert Stevanovski, an individual (collectively, the “Reporting Persons”), to amend and supplement the information set forth below of the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission on February 23, 2009, as amended (the “Original Filing”). Unless otherwise indicated, capitalized terms used herein without definitions have the meanings assigned to them in the Original Filing.



ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION



To finance the tender offer and related transactions described in Item 4 below (which Item 4 is incorporated herein by reference), D4 Holdings estimates that the amount of funds necessary to consummate the transactions would be approximately $333,110.25. Those funds will be provided from capital contributions to D4 Holdings by the members of Manna Holdings.



ITEM 4. PURPOSE OF TRANSACTION



General



As reported in the Original Filing, D4 Holdings initially acquired an interest in the Company for investment purposes. Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Company’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.



Tender Offer



On February 25, 2015, D4 Holdings sent to the board of directors of the Company a letter (the “Proposal Letter”) which indicates that D4 Holdings intends to initiate a tender offer (the “tender offer”) to purchase all of the outstanding shares of Common Stock not owned by D4 Holdings at a purchase price of $0.01 per share in cash. The completion of the tender offer will be conditioned upon, among other things, approval by a special committee of the Board consisting of independent directors and the tender of a majority of the shares of the Company not owned by D4 (i.e., a “majority of the minority”). A copy of the Proposal Letter is attached hereto as Exhibit 99.1, which is incorporated herein by reference. The description herein of the proposal and the matters contemplated thereby is qualified in its entirety by reference to the Proposal Letter.



D4 Holdings will pay the cash consideration required for the tender offer from its own funds, and accordingly there will be no financing contingency.



If, after the tender offer, D4 Holdings directly or indirectly owns at least 90% of the shares of Common Stock, it plans, in compliance with the applicable provisions of the Delaware General Corporation Law, to effect a “short-form” merger of the Company with a subsidiary of D4 Holdings in which unaffiliated stockholders would receive the same per share consideration paid in the tender offer. D4 Holdings reserves the right to effect a long form merger if it deems it to be required or preferable. (The short form merger or the long form merger, as applicable, is referred to herein as the “Merger.”)



If the tender offer and the Merger are completed, the Common Stock would no longer be registered under Section 12 of the Exchange Act.



Other Actions That the Reporting Persons May Take



In addition to or as an alternative to the tender offer, actions by the Reporting Persons may include, and the Reporting Persons reserve the right to effect (or seek to effect), at any time and from time to time in any single transaction or series of transactions, in each case subject to any applicable legal and contractual restrictions on their ability to do so, one or more of the following:



(i) subject to the rules governing tender offers to the extent they apply to a given transaction, purchasing additional shares of Common Stock on the open market, in privately negotiated transactions, or otherwise;



2


(ii) selling some or all of the Reporting Persons’ shares of Common Stock or other Company securities on the open market, in privately negotiated transactions, or otherwise;



(iii) extraordinary corporate transactions, including mergers (including the Merger), acquisitions, dispositions, recapitalizations, sales or transfers of assets, reorganizations or liquidations involving the Company;



(iv) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;



(v) change the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill vacancies on the board, including such changes following the Merger ;



(vi) material changes in the present capitalization or dividend policy of the Company;



(vii) material changes in the Company’s business or corporate structure, including through the Merger;



(viii) changes to the Company’s certificate of incorporation, bylaws and other organizational documents, including through the Merger;



(ix) changes in the Company’s corporate governance policies and practices and with respect to its business plan and operating strategies, including such changes following Merger; and



(xii) taking all such additional actions as the Reporting Persons deem necessary or advisable to effectuate the foregoing objectives, and which the Reporting Persons believe are reasonably related thereto.



D4 Holdings does not expect to cause a class of securities of the Company to be delisted from a national securities exchange because the Common Stock is currently trading on the OTC Pink market (which is not a national securities exchange) nor will D4 Holdings cause a class of equity securities of the issuer to become eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934, as amended, because the Company is already eligible for such termination of registration (given that it reported in its Annual Report on Form 10-K that as of March 24, 2014, it had only 119 holders of record).



D4 Holdings expects to continue participation in the management of the Company through representation on the Company’s board of directors, although D4 Holdings expects that a special committee of the board of directors (which will not include any director affiliated with D4 Holdings) will negotiate the tender offer and related matters, including the Merger, on behalf of the Company. After the Merger, D4 Holdings will control all of the seats on the board of directors as a result of owning all of the Company’s shares.



Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.



ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.



Exhibit



99.1 Letter from D4 Holdings, LLC to the Board of Directors of the Company dated February 25, 2015.



3


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.



Dated: February 26, 2015




D4 HOLDINGS, LLC

By: PRAESCIENT, LLC, its manager

By: /s/ Robert Stevanovski
Name: Robert Stevanovski
Title: Authorized Signatory


MANNA HOLDINGS, LLC

By: PRAESCIENT, LLC, its managing member

By: /s/ Robert Stevanovski
Name: Robert Stevanovski
Title: Authorized Signatory


PRAESCIENT, LLC

By: /s/ Robert Stevanovski
Name: Robert Stevanovski
Title: Authorized Signatory


/s/ Robert Stevanovski
Robert Stevanovski, individually





4


EXHIBIT 99.1



Letter from D4 Holdings, LLC to the Board of Directors of deltathree, Inc. dated February 25, 2015





D4 HOLDINGS, LLC

349-L Copperfield Blvd., #407, Concord, North Carolina 28025





February 25, 2015



Board of Directors

deltathree, Inc.

1 Bridge Plaza, Suite #275

Fort Lee, New Jersey 07024



Re: Acquisition of Shares of deltathree, Inc. (the “ Company ”)



Gentlemen:



I am pleased to inform you that D4 Holdings, LLC (“D4”), which owns a majority of the Company’s outstanding shares, intends to commence a tender offer to purchase the outstanding shares of common stock of the Company not already owned by D4 at a purchase price of $0.01 per share in cash.



The tender offer will be conditioned upon, among other things, approval by a special committee of the Board consisting of independent directors of the Company and the tender of a majority of the shares of the Company not owned by D4 or the officers or directors of the Company (i.e., a “majority of the minority”). We intend to cause any common stock not acquired by D4 during the tender offer to be acquired in a subsequent “short form” merger at the same price per share offered in the tender offer, and that the short form merger will be effected promptly following the consummation of the offer. D4 reserves the right to effect a long form merger if we deem it to be required or preferable. In any event, the merger consideration will also be $0.01 per share in cash. D4 will pay the cash consideration required for the tender offer and merger from its own funds; accordingly there will be no financing contingency.



As you are aware, the Company has been in financial distress for some time. In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 the Company reported that “there is substantial doubt about the Company’s ability to continue as a going concern,” noting that, as of September 30, 2014, “the Company had negative working capital equal to approximately $8.3 million as well as negative stockholders’ equity equal to approximately $8.2 million.” The Company is currently in default under its forbearance agreements with D4 and the ACN Entities, as that term is defined in the referenced Form 10-Q, and in our view is unlikely to be able to pay those debts. Given the ongoing challenges to the Company’s business, D4 is not willing to enter into further forbearance arrangements or to provide additional financing to the Company. Accordingly, D4 submits that the offer proposed in this letter is the best and last opportunity for the Company’s stockholders to monetize the value of their shares. This is particularly true in view of the poor prospects for the Company and the extremely limited trading market that now exists for the shares on the OTC Pink market.






Board of Directors

deltathree, Inc.

February 25, 2015

Page 2



D4, in its capacity as majority stockholder of the Company, is presently not interested in either selling its shares of the Company or voting in favor of any alternative transaction, including a merger or sale of the Company’s assets or business or similar transaction.



We intend to commence our tender offer within three to four weeks. As noted above, we expect that the Company’s board of directors will form a special committee consisting of independent directors to consider our proposal and to make a recommendation to the Company’s stockholders with respect to the offer – as required by SEC rules. We understand that the special committee may, at its discretion, consult its own advisors to assist in its review of the offer and the development of its recommendation.



Please be aware that this proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner.



We look forward to hearing from you promptly regarding this letter.


D4 HOLDINGS, LLC

By: PRAESCIENT, LLC, its Manager

By: /s/ Robert Stevanovski
Name: Robert Stevanovski
Title: Authorized Signatory



http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10519532

[Dina]

DDDC Tender offer.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10519414

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934




deltathree, Inc.

(Name of Subject Company (Issuer))




D4 Holdings, LLC

(Name of Filing Persons (Offeror))

a wholly-owned subsidiary of




COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

24783N-10-2

(CUSIP Number of Class of Securities)






D4 Holdings, LLC

349-L Copperfield Blvd. #407

Concord, NC 28025

[phone]

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)




CALCULATION OF FILING FEE



Transaction Valuation Amount Of Filing Fee
Not Applicable* Not Applicable*



* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.







¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A


x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.



Check the appropriate boxes below to designate any transactions to which the statement relates:


¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.



Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨



If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:


¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)






This filing relates solely to preliminary communications made before the commencement of a planned tender offer by D4 Holdings, LLC (“D4 Holdings”), for all of the outstanding common stock of Deltathree, Inc. (the “Company”), as generally described in the Letter from D4 Holdings, LLC to the Board of Directors of the Company dated February 25, 2015 attached as Exhibit 99.1 hereto (the “proposal letter”).

The tender offer for the outstanding common stock of the Company referred to in the proposal letter filed herewith has not yet commenced. The proposal letter is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of common stock of the Company will be made pursuant to an offer to purchase and related materials that D4 Holdings intends to file with the SEC. When the offer is commenced, D4 Holdings will file a tender offer statement on Schedule TO with the SEC, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer . Those materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by D4 Holdings.






Exhibit Index



Exh ibit


Description

99.1 Letter from D4 Holdings, LLC to the Board of Directors of the Company dated February 25, 2015





D4 HOLDINGS, LLC

349-L Copperfield Blvd., #407, Concord, North Carolina 28025





February 25, 2015



Board of Directors

deltathree, Inc.

1 Bridge Plaza, Suite #275

Fort Lee, New Jersey 07024



Re: Acquisition of Shares of deltathree, Inc. (the “ Company ”)



Gentlemen:



I am pleased to inform you that D4 Holdings, LLC (“D4”), which owns a majority of the Company’s outstanding shares, intends to commence a tender offer to purchase the outstanding shares of common stock of the Company not already owned by D4 at a purchase price of $0.01 per share in cash.



The tender offer will be conditioned upon, among other things, approval by a special committee of the Board consisting of independent directors of the Company and the tender of a majority of the shares of the Company not owned by D4 or the officers or directors of the Company (i.e., a “majority of the minority”). We intend to cause any common stock not acquired by D4 during the tender offer to be acquired in a subsequent “short form” merger at the same price per share offered in the tender offer, and that the short form merger will be effected promptly following the consummation of the offer. D4 reserves the right to effect a long form merger if we deem it to be required or preferable. In any event, the merger consideration will also be $0.01 per share in cash. D4 will pay the cash consideration required for the tender offer and merger from its own funds; accordingly there will be no financing contingency.



As you are aware, the Company has been in financial distress for some time. In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 the Company reported that “there is substantial doubt about the Company’s ability to continue as a going concern,” noting that, as of September 30, 2014, “the Company had negative working capital equal to approximately $8.3 million as well as negative stockholders’ equity equal to approximately $8.2 million.” The Company is currently in default under its forbearance agreements with D4 and the ACN Entities, as that term is defined in the referenced Form 10-Q, and in our view is unlikely to be able to pay those debts. Given the ongoing challenges to the Company’s business, D4 is not willing to enter into further forbearance arrangements or to provide additional financing to the Company. Accordingly, D4 submits that the offer proposed in this letter is the best and last opportunity for the Company’s stockholders to monetize the value of their shares. This is particularly true in view of the poor prospects for the Company and the extremely limited trading market that now exists for the shares on the OTC Pink market.






Board of Directors

deltathree, Inc.

February 25, 2015

Page 2



D4, in its capacity as majority stockholder of the Company, is presently not interested in either selling its shares of the Company or voting in favor of any alternative transaction, including a merger or sale of the Company’s assets or business or similar transaction.



We intend to commence our tender offer within three to four weeks. As noted above, we expect that the Company’s board of directors will form a special committee consisting of independent directors to consider our proposal and to make a recommendation to the Company’s stockholders with respect to the offer – as required by SEC rules. We understand that the special committee may, at its discretion, consult its own advisors to assist in its review of the offer and the development of its recommendation.



Please be aware that this proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner.



We look forward to hearing from you promptly regarding this letter.


D4 HOLDINGS, LLC

By: PRAESCIENT, LLC, its Manager

By: /s/ Robert Stevanovski
Name: Robert Stevanovski
Title: Authorized Signatory

[Dina]

DDDC 8-k

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 12, 2015, the Board of Directors Colleen Jones tendered her resignation as a member of the Board of Directors to pursue other opportunities, and the Board appointed Charles "Chip" Barker to fill the vacancy on the Board of Directors, effective immediately.

Chip Barker has served as the Chief Executive Officer of ACN, Inc. since 2001. Prior to joining ACN, Chip was with the telecommunications auditing practice of Price Waterhouse, followed by a tenure at Frontier Communications and Global Crossing from 1996 to 2001, in which he held various finance positions including serving as CFO of its billion-dollar plus worldwide carrier business. In addition, he has significant mergers and acquisitions and SEC experience. Currently Chip is an active member on the ACN Board of Directors, while also serving on the CEO Council for CompTel.


Mr. Barker will receive an annual compensation of $20,000 for his service as a director. Mr. Barker will be eligible to participate in all incentive compensation plans or arrangements available to the Company’s directors.

[Dina]

Some people really want shares here. I wonder what is up with DDDC, the potential and revenues are great. But not sure if this company will survive.

[Dina]

Stop to buy it up, we could get .008-.01 shares!

[Scotchy]

FU<K! AGAIN! God damn questrade is taking forever to get my comissions back, I made a paper buy at .03 a few days ago based off the assumption it would be pumped again. I COULD have banked some cash if Questrade woulda got their sh!t together sooner.... man this is the 5th stock I've picked and missed because QT screwed me....

[83Hurst/Olds]

Yes, this is a good company. I use this service for almost ten years now. I am holding my shares.

[83Hurst/Olds]

This is good for those who want to get in. You should have bought in when low and reduced ACB as I did.

[big_island]

I've been in this dog for as long -- back when voip meant something and dddc was worth several dollars. It is NOT a good company. It hasn't done anything but depreciate since then. I was happy for this spike to get rid of my remaining shares for 8 cents. Good riddance, dddc.

[kranthikumar]

DDDC is looking great at this level

[83Hurst/Olds]

This is a good company which I have been using for almost ten years now. I had invested long ago and have been waiting for this!

[deafcone]

stock mister alert. their picks usually soar in minutes then slowly correct rest of day. looks to have topped already. trade with caution today.

[big_island]

Do you have any clue as to what's going on that running this?

[deafcone]

SLAP THE ASK, .20 EASILY BY NOON!!!!!!!

[TrendVestor]

POP.

[big_island]

What's happening here, folks. DDDC is busting out this morning !!

[pumpnass]

yes just gave there followers 800% gains on this bad boy so i would say so!

[RACKnRICKY]

got an alert 8:30 am friday at 025 and now its .15!on monday? wow!