SC 13D 1 v105382_sc-13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934

Morlex, Inc.

(Name of Issuer)


Common Stock, par value $0.001 per share

(Title of Class of Securities)
 
 
617662200

(CUSIP Number)
 

Richard J. Berman
c/o Morlex, Inc.
420 Lexington Avenue, Suite 450
New York, NY 10170
(212) 581-5150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 
February 14, 2008

(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 §§ 240.13d-1(e), 240.13d01(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 § 240.13d-7(b) 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 the 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).
 

SCHEDULE 13D
 
CUSIP No.       Not available
1
NAME OF REPORTING PERSONS
Richard J. Berman
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      o 
(b)      o 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
3,162,788
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
3,162,788
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,162,788
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
14
TYPE OF REPORTING PERSON
IN

 


Item 1. Security and Issuer.
 
This Schedule 13D (this “Schedule”) relates to the common stock, par value $0.001 (“Issuer Common Stock”) of Morlex, Inc., a Colorado corporation with its principal offices at 420 Lexington Avenue, Suite 450, New York, NY 10170 (the “Issuer”).
 
Item 2. Identity and Background. 
 
This Schedule is being filed by Richard J. Berman (the “Reporting Person”).
 
The Reporting Person’s business address is c/o Morlex, Inc., 420 Lexington Avenue, Suite 450, New York, NY 10170. The Reporting Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer. The Reporting Person is a citizen of the United States.
 
The Reporting Person has not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction as a result of which it is or was 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.
 
Item 3. Source and Amount of Funds or Other Consideration
 
On February 7, 2008 the Issuer entered into: (i) an Agreement and Plan of Merger (the “RHI Merger Agreement”) with RightSide Holdings, Inc. (“RightSide”) and its wholly owned subsidiary RHI Merger Sub, Inc. (“RHI Merger Sub”), and (ii) an Agreement and Plan of Merger (the “DMG Merger Agreement”, and together with the RHI Merger Agreement, the “Merger Agreements”) with Duncan Media Group, Inc. (“Duncan”) and its wholly owned subsidiary DMG Merger Sub, Inc. (“DMG Merger Sub”).
 
Pursuant to the RHI Merger Agreement, on February 14, 2008 (“the Closing Date”) RHI Merger Sub was merged with and into RightSide, with RightSide being the surviving corporation (the “RHI Merger”). As a result of the RHI Merger, each share of common stock of RightSide, par value $.001 per share, automatically converted into 0.4236 shares of Issuer Common Stock, or 8,548,655 shares of Issuer Common Stock in the aggregate. The Reporting Person received 932,888 shares of Issuer Common Stock in exchange for his 2,202,286 shares of RightSide common stock.
 
Pursuant to the DMG Merger Agreement, on the Closing Date DMG Merger Sub was merged with and into Duncan, with Duncan being the surviving corporation (the “DMG Merger”). As a result of the DMG Merger, each share of common stock of Duncan, par value $.001 per share, automatically converted into 0.5433 shares of Issuer Common Stock, or 5,642,171 shares of Issuer Common Stock in the aggregate. The Reporting Person received 1,629,900 shares of Issuer Common Stock in exchange for his 3,000,000 shares of Duncan common stock.
 
Also, on the Closing Date, the Issuer entered into a Stock Purchase Agreement (the “AAA Stock Purchase Agreement”) with All Ad Acquisition, Inc., a Delaware corporation (“AAA”), and all of the shareholders of AAA as listed in the AAA Stock Purchase Agreement, whereby the Issuer acquired all of the outstanding shares of common stock of AAA in exchange for 4,200,000 shares of Issuer Common Stock. Pursuant to the AAA Stock Purchase Agreement, each share of common stock of AAA, without par value, resulted in the right to receive 100,000 shares of Issuer Common Stock. The Reporting Person received 600,000 shares of Issuer Common Stock in exchange for his 6.0 shares of AAA common stock.
 
Copies of the Merger Agreements were previously filed by the Issuer with the Securities and Exchange Commission (the “SEC”) as exhibits to the Issuer’s report on Form 8-K, dated February 11, 2008. A copy of the AAA Stock Purchase Agreement was previously filed by the Issuer with the SEC as an exhibit to the Issuer’s report on Form 8-K, dated February 14, 2008.
 

Item 4. Purpose of Transaction
 
The Issuer has reported in its report on Form 8-K filed on February 14, 2008 that it intends to acquire Ad Authority, Inc., a Delaware corporation, and to finance such acquisition with the proceeds of the issuance of debt and/or equity securities of the Issuer. After such acquisition, the Issuer intends to reincorporate in the State of Delaware by merging into a newly formed Delaware corporation. In connection with such reincorporation, the Issuer intends to change its name to “Ad Authority Group, Inc.” assuming that the acquisition of Ad Authority, Inc. has been consummated. In addition, the Issuer plans to adjust its capitalization through the reincorporation. This will have the same effect as a reverse stock split. As part of the reincorporation, the Issuer plans to create a class of “blank check” preferred stock, after which the Issuer plans to offer to exchange new preferred stock of the Issuer having substantially similar terms to the preferred stock of RightSide and Duncan for the outstanding preferred stock of RightSide and Duncan, thereby making RightSide and Duncan wholly-owned subsidiaries of the Issuer. The Reporting Person intends to support these actions. The Reporting Person entered into the transaction for investment purposes. The Reporting Person does not otherwise presently have any plan or proposal which relate to or would result in any of the following: the acquisition or disposition by any person of additional securities of the Issuer; an extraordinary corporate transaction involving the Issuer or its subsidiaries; a sale or transfer of a material amount of the Issuer’s or its subsidiaries’ assets; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer’s corporate structure; any changes to the Issuer’s charter, bylaws or instruments corresponding thereto which may impede the acquisition of control by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934.
 
Item 5. Interest in Securities of the Issuer
 
The following table sets forth the shares of Issuer Common Stock owned by the Reporting Person.
 
Common Stock
 
 
 
 
 
Name of Beneficial Owner
Amount and Nature
of Beneficial Ownership
 
 
 
Percent of
Class(1)
Sole Power to
Dispose
Shared Power to
Dispose
Sole Power to
Vote
Shared Power to
Vote
Total
Richard J. Berman
3,162,788
-0-
3,162,788
-0-
3,162,788
15.8%

 
(1)
Based on 20,045,985 shares of Issuer Common Stock issued and outstanding as of February 14, 2008.

Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer's securities within sixty (60) days preceding the date hereof.


 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
None.
 
 
Item 7. Material to Be Filed as Exhibits
 
None.
 

 

 



 
Signature
 
After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: February 25, 2008 


 
 
/s/ Richard J. Berman
 
Richard J. Berman