SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
(Amendment 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
DIVERSINET CORP.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
25536K-10-5
(CUSIP Number)
December 31, 1999
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<PAGE>
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
WEC Asset Management LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
- -----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
700,000
OWNED BY
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EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING
--------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
700,000
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(9) AGGREGATE AMOUNT
BENEFICIALLY OWNED
BY EACH REPORTING PERSON
700,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES * [ ]
- -----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.03%
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(12) TYPE OF REPORTING PERSON *
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
WEC Investors V LLC
- -----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES
--------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
700,000
OWNED BY
--------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING
--------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
700,000
- -----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
700,000
- -----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES * [ ]
- -----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.03%
- -----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON *
OO
- -----------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Diversinet Corp. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
Diversinet Corp.
200 Yorkland Boulevard, Suite 605
Toronto, Ontario Canada M2J 5C1
Item 2(a). Name of Person Filing:
WEC Investors V LLC ("WEC"), a Limited Liability Company organized
under the laws of the State of Delaware with respect to shares of common
stock beneficially owned by it; and
WEC Asset Management LLC ("WEC Asset"), a Limited Liability Company
organized under the laws of the State of Delaware, with respect to the
shares of common stock beneficially owned by it and WEC.
Item 2(b). Address of Principal Business Office or, if None, Residence:
Wec Asset Management LLC WEC Investors V LLC
110 Colabaugh Pond Road 110 Colabaugh Pond Road
Croton-On-Hudson, New York 10520 Croton-On-Hudson, New York 10520
Item 2(c). Citizenship:
WEC Asset and WEC are each organized under the Laws of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, without par value.
Item 2(e). CUSIP Number: 25536K-10-5
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in
accordance with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in
accordance with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. WEC Investors V LLC Investors LLC
(a) Amount beneficially owned: 700,000 shares of common stock issuable upon
exercise of warrants held by WEC.
(b) Percent of class: .03%, based on the 22,939,000 of shares reported by the
issuer to be outstanding in its press release dated May 3, 2000.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 700,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 700,000
B. WEC Asset Management LLC
(a) Amount beneficially owned: 700,000 shares of common stock issuable upon
exercise of warrants held by WEC.
(b) Percent of class: .03%, based on the 22,939,000 of shares reported by the
issuer to be outstanding in its press release dated May 3, 2000.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 700,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 700,000
Item 5. Ownership of Five Percent or Less of a Class.
WEC has sold or transferred shares of common stock so that WEC and WEC
Asset now hold less than 5.0% of the outstanding shares of common stock of
issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my 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.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: May 22, 2000
WEC INVESTORS V LLC
By: WEC ASSET MANAGEMENT LLC, Manager
By: /s/ Ethan E. Benovitz
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Name: Ethan E. Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/ Ethan E. Benovitz
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Name: Ethan E. Benovitz
Title: Managing Director
Exhibit I
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the schedule 13G filed herewith
is filed jointly, pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of
1934, as amended, on behalf of each of them.
Dated: May 22, 2000
WEC INVESTORS V LLC
By: WEC ASSET MANAGEMENT LLC, Manager
By: /s/ Ethan E. Benovitz
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Name: Ethan E. Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/ Ethan E. Benovitz
---------------------
Name: Ethan E. Benovitz
Title: Managing Director
