Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Altisource Portfolio Solutions S.A.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Barry N. Wish
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
(561) 682-8000
(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 Rule 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 persons 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).
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This constitutes a late filing due to administrative oversight on
the part of the reporting persons. |
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NAMES OF REPORTING PERSONS
Barry N. Wish |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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SC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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U.S.A.
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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74,755 (as of 8/10/2009); 141,255 (as of 9/1/2011) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,738,529 (as of 8/10/2009); 1,734,529 (as of 9/1/2011) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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74,755 (as of 8/10/2009); 141,255 (as of 9/1/2011) |
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WITH |
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SHARED DISPOSITIVE POWER |
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1,738,529 (as of 8/10/2009); 1,734,529 (as of 9/1/2011) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,813,284 (as of 8/10/2009); 1,875,784 (as of 9/1/2011) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.5%* (as of 8/10/2009); 7.7%** (as of 9/1/2011) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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NAMES OF REPORTING PERSONS
Wishco, Inc. |
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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) þ |
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(b) o |
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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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SC |
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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) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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NUMBER OF |
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0 (as of 8/10/2009 and 9/1/2011) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,728,529 (as of 8/10/2009 and 9/1/2011) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 (as of 8/10/2009 and 9/1/2011) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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1,728,529 (as of 8/10/2009 and 9/1/2011) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,728,529 (as of 8/10/2009 and 9/1/2011) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.2%* (as of 8/10/2009); 7.1%** (as of 9/1/2011) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
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NAMES OF REPORTING PERSONS
Barry Wish Family Foundation, Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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SC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida
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SOLE VOTING POWER |
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NUMBER OF |
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0 (as of 8/10/2009 and 9/1/2011) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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10,000 (as of 8/10/2009); 6,000 (as of 9/1/2011) |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 (as of 8/10/2009 and 9/1/2011) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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10,000 (as of 8/10/2009); 6,000 (as of 9/1/2011) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,000 (as of 8/10/2009); 6,000 (as of 9/1/2011) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0%* (as of 8/10/2009); 0% (as of 9/1/2011) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
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* |
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The ownership percentage for each Reporting Person, as defined below, as of August 10, 2009
is based upon 24,050,036 shares outstanding according to the Issuers Form 10-Q for the period
ended September 30, 2009. |
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** |
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The ownership percentage for each Reporting Person, as
defined below, as of September 1, 2011 is
based upon 24,505,125 shares outstanding according to the Issuers Form 10-Q for the period ended
June 30, 2011. |
ITEM 1. Security and Issuer.
The securities to which this Schedule 13D relates are the shares of common stock, par value $1.00
per share (Common Stock), of Altisource Portfolio Solutions S.A.., a company organized
under the laws of Luxembourg (the Issuer). The principal executive offices of the Issuer
are located at 291, route dArlon, L-1150 Luxembourg, Grand Duchy of Luxembourg.
ITEM 2. Identity and Background.
(a) This Schedule 13D is filed jointly by Barry N. Wish, Wishco, Inc., a Delaware corporation
(Wishco), and Barry Wish Family Foundation, Inc., a Florida not-for-profit corporation
(Foundation) (each, a Reporting Person, and together, the Reporting
Persons). Wishco is controlled by Mr. Wish pursuant to his ownership of 93.0% of the common
stock thereto. Mr. Wish is a director of Foundation, which is also controlled by Mr. Wish.
(b) Mr. Wishs business address is 1661 Worthington Road, Suite 100, West Palm Beach, Florida
33409. The principal office of each of Wishco and Foundation is 1661 Worthington Road, Suite 100,
West Palm Beach, Florida 33409.
(c) Mr. Wish is retired. Wishco is a holding company. Foundation is a charitable foundation that
makes gifts to a wide variety of charities.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which they
were or are 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 a finding of
any violation with respect to such laws.
f) Mr. Wish is a United States citizen.
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ITEM 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock were granted by the Issuer to the Reporting Persons for no consideration
in connection with the separation and spin-off (the Separation) of the Issuer from Ocwen
Financial Corporation (Ocwen).
ITEM 4. Purpose of Transaction.
On August 10, 2009 (the Separation Date), the Issuer became a stand-alone public company
in connection with the Separation. On the Separation Date, Ocwen distributed all of the Issuers
Common Stock to Ocwens shareholders. Ocwens stockholders received one share of Issuer Common
Stock for every three shares of Ocwen common stock held as of August 4, 2009. The Issuer granted
the Common Stock to the Reporting Persons in connection with the Separation.
A copy of the Separation Agreement, dated August 10, 2009, by and between Ocwen and the Issuer, is
filed as Exhibit 10.1 to the Issuers Form 8-K filed August 13, 2009, and is incorporated herein by
reference.
ITEM 5. Interest in Securities of the Issuer.
(a) As of August 10, 2009, Barry N. Wish beneficially owns: (i) 74,755 shares of Common Stock
directly, (ii) 10,000 shares of Common Stock held by Foundation, which is controlled by Mr. Wish,
and (iii) 1,728,529 shares of Common Stock held by Wishco, which is controlled by Mr. Wish pursuant
to his ownership of 93.0% of the common stock thereto. Wishco beneficially owns 1,728,529 shares
of Common Stock held by Wishco. Foundation beneficially owns 10,000 shares of Common Stock held by
Foundation.
For purposes of this Schedule 13D, the ownership percentage for each Reporting Person as of August
10, 2009 is based upon 24,050,036 shares outstanding according to the Issuers Form 10-Q for period
ended September 30, 2009. Barry N. Wish beneficially owns 7.5% of the Common Stock. Wishco
beneficially owns 7.2% of the Common Stock. Foundation beneficially owns 0% of the Common Stock.
As of
September 1, 2011, Barry N. Wish beneficially owns: (i) 141,255 shares of Common Stock
directly, (ii) 6,000 shares of Common Stock held by Foundation, which is controlled by Mr. Wish,
and (iii) 1,728,529 shares of Common Stock held by Wishco, which is controlled by Mr. Wish pursuant
to his ownership of 93.0% of the common stock thereto. Wishco beneficially owns 1,728,529 shares
of Common Stock held by Wishco. Foundation beneficially owns 6,000 shares of Common Stock held by
Foundation.
For purposes of this Schedule 13D, the ownership percentage for each Reporting Person, as defined
below, as of September 1, 2011 is based upon 24,505,125 shares outstanding according to the Issuers
Form 10-Q for the period ended June 30, 2011. Barry N. Wish beneficially owns 7.7% of the Common
Stock. Wishco beneficially owns 7.1% of the Common Stock. Foundation beneficially owns 0% of the
Common Stock.
(b) Barry N. Wish:
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(1) |
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Sole Voting Power: 74,755 (as of 8/10/2009); 141,255 (as of 9/1/2011) |
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(2) |
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Shared Voting Power: 1,738,529 (as of 8/10/2009); 1,734,529 (as of 9/1/2011) |
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(3) |
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Sole Dispositive Power: 74,755 (as of 8/10/2009); 141,255 (as of 9/1/2011) |
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(4) |
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Shared Dispositive Power: 1,738,529 (as of 8/10/2009); 1,734,529 (as of 9/1/2011) |
Wishco, Inc.:
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(1) |
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Sole Voting Power: 0 (as of 8/10/2009 and 9/1/2011) |
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(2) |
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Shared Voting Power: 1,728,529 (as of 8/10/2009 and 9/1/2011) |
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(3) |
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Sole Dispositive Power: 0 (as of 8/10/2009 and 9/1/2011) |
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(4) |
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Shared Dispositive Power: 1,728,529 (as of 8/10/2009 and 9/1/2011) |
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Barry Wish Family Foundation, Inc.:
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(1) |
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Sole Voting Power: 0 (as of 8/10/2009 and 9/1/2011) |
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(2) |
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Shared Voting Power: 10,000 (as of 8/10/2009); 6,000 (as of 9/1/2011) |
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(3) |
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Sole Dispositive Power: 0 (as of 8/10/2009 and 9/1/2011) |
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(4) |
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Shared Dispositive Power: 10,000 (as of 8/10/2009); 6,000 (as of 9/1/2011) |
(c) Transactions within past 60 days of August 10, 2009: The information in Item 4 above is
incorporated herein by reference.
Transactions
within past 60 days of September 1, 2011: None.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. |
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Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of
the Issuer. |
The information in Item 4 above is incorporated herein by reference.
Except as described above, no contracts, arrangements, understandings, or relationships (legal or
otherwise) exist between any Reporting Person and any person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies. Except as described above, none of the
Reporting Persons is a party to any arrangement whereby securities of the Issuer are pledged or are
otherwise subject to a contingency the occurrence of which would give another person voting power
or investment power over such securities.
ITEM 7. Material to Be Filed as Exhibits.
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Exhibit |
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Number |
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Description |
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Exhibit 1
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Joint
Filing Agreement, dated September 1, 2011, by and among
Barry N. Wish, Wishco, Inc., and Barry Wish Family
Foundation, Inc. |
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Exhibit 2
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Separation
Agreement, dated August 10, 2009, by and between
Ocwen and the Issuer (filed as Exhibit 10.1 to the Issuers
Form 8-K filed with the Securities and Exchange Commission
on August 13, 2009 and incorporated herein by reference). |
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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:
September 1, 2011
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BARRY N. WISH
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/s/ Barry N. Wish
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Barry N. Wish |
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WISHCO, INC.
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By: |
/s/ Barry N. Wish
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Barry N. Wish |
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President |
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BARRY WISH FAMILY FOUNDATION, INC.
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By: |
/s/ Barry N. Wish
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Barry N. Wish |
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President |
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Exhibit 1
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the
Exchange Act), the undersigned hereby agree to the joint filing on behalf of each of them
of a Statement on Schedule 13D (including any and all amendments thereto, the Schedule
13D) relating to the shares of common stock, par value $1.00 per share, of Altisource
Portfolio Solutions S.A., which may be deemed necessary pursuant to Regulation 13D or 13G
promulgated under the Exchange Act.
The undersigned further agree that each party hereto is responsible for the timely filing of
the Schedule 13D, and for the accuracy and completeness of the information concerning such party
contained therein; provided, however, that no party is responsible for the accuracy or completeness
of the information concerning any other party, unless such party knows or has a reason to believe
that such information is inaccurate.
It is understood and agreed that a copy of this Joint Filing Agreement shall be attached as an
exhibit to the Schedule 13D, filed on behalf of each of the parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the
1st day of September, 2011.
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BARRY N. WISH
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/s/ Barry N. Wish
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Barry N. Wish |
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WISHCO, INC.
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By: |
/s/ Barry N. Wish
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Barry N. Wish |
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President |
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BARRY WISH FAMILY FOUNDATION, INC.
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By: |
/s/ Barry N. Wish
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Barry N. Wish |
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President |
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