Broker or dealer registered under section 15 of the Exchange Act.
| CLEARPOINT
BUSINESS RESOURCES, INC. |
||
| (formerly Terra Nova Acquisition Corporation) | ||
| (Name of Issuer) | ||
| Common Stock |
||
| (Title of Class of Securities) | ||
| 185061 10 8 |
||
| (CUSIP Number) | ||
| February 12, 2007 |
||
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 (“Exchange 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).
Page 1 of 12 Pages
SCHEDULE 13G
CUSIP No. 185061 10 8 |
13G |
Page 2 of 12 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MHR ADVISORS LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER 675,000 SHARED VOTING POWER -0- SOLE DISPOSITIVE POWER 675,000 SHARED DISPOSITIVE POWER -0- |
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% |
| 12 |
TYPE OF REPORTING PERSON* OO |
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 185061 10 8 |
13G |
Page 3 of 12 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MHR FUND MANAGEMENT LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER 675,000 SHARED VOTING POWER -0- SOLE DISPOSITIVE POWER 675,000 SHARED DISPOSITIVE POWER -0- |
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% |
| 12 |
TYPE OF REPORTING PERSON* OO |
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 185061 10 8 |
13G |
Page 4 of 12 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MARK H. RACHESKY, M.D. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER 675,000 SHARED VOTING POWER -0- SOLE DISPOSITIVE POWER 675,000 SHARED DISPOSITIVE POWER -0- |
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% |
| 12 |
TYPE OF REPORTING PERSON* IN |
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
ClearPoint Business Resources, Inc. (formerly Terra Nova Acquisition Corporation) (the “Issuer”)
Item 1(b). Address of Issuer's Principal Executive Offices:
1600 Manor Drive, Suite 110
Chalfont, PA 18914
Item 2(a). Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| 1. | MHR Advisors LLC (“Advisors”); |
| 2. | MHR Fund Management LLC (“Fund Management”); and |
| 3. | Mark H. Rachesky, M.D. (“Dr. Rachesky”). |
This statement relates to securities held for the accounts of each of MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”) and MHR Capital Partners (100) LP, a Delaware limited partnership (“Capital Partners (100)”). Advisors is the general partner of each of Master Account and Capital Partners (100), and, in such capacity, may be deemed to beneficially own the shares of common stock of the Issuer, par value $.0001 per share (“Common Stock”) held for the accounts of each of Master Account and Capital Partners (100). Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account and Capital Partners (100), and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities reported herein and, accordingly, Fund Management may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of each of Master Account and Capital Partners (100). Dr. Rachesky is the managing member of Advisors and Fund Management, and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Master Account and Capital Partners (100).
Item 2(b). Address of Principal Business Office, or if none, Residence:
The address of the principal business office of each of Advisors, Fund Management and Dr. Rachesky is 40 West 57th Street, 24th Floor, New York, New York, 10019.
Item 2(c). Citizenship:
| 1. | Advisors is a Delaware limited liability company. |
| 2. | Fund Management is a Delaware limited liability company. |
| 3. | Dr. Rachesky is a United States citizen. |
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
185061 10 8
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) |
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| (b) |
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| (c) |
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| (d) |
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| (e) |
|
| (f) |
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| (g) |
|
| (h) |
|
| (i) |
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| (j) |
|
| Item 4. | Ownership. |
| Item 4(a) |
Amount Beneficially Owned: |
| 1. | Master Account may be deemed to be the beneficial owner of 592,830 shares of Common Stock held for its own account. This number consists of (A) 197,610 shares of Common Stock and (B) 395,220 shares of Common Stock that can be obtained by Master Account upon exercise of warrants to acquire shares of Common Stock. |
| 2. | Capital Partners (100) may be deemed to be the beneficial owner of 82,170 shares of Common Stock held for its own account. This number consists of (A) 27,390 shares of Common Stock and (B) 54,780 shares of Common Stock that can be obtained by Capital Partners (100) upon exercise of warrants to acquire shares of Common Stock. |
| 3. | Advisors may be deemed to be the beneficial owner of 675,000 shares of Common Stock. This number consists of (A) 197,610 shares of Common Stock held for the account of Master Account, (B) 395,220 shares of Common Stock that can be obtained by Master Account upon exercise of warrants to acquire shares of Common Stock, (C) 27,390 shares of Common Stock held for the account of Capital Partners (100) and (D) 54,780 shares of Common Stock that can be obtained by Capital Partners (100) upon exercise of warrants to acquire shares of Common Stock. |
| 4. | Fund Management may be deemed to be the beneficial owner of 675,000 shares of Common Stock. This number consists of (A) 197,610 shares of Common Stock held for the account of Master Account, (B) 395,220 shares of Common Stock that can be obtained by Master Account upon exercise of warrants to acquire shares of Common Stock, (C) 27,390 shares of Common Stock held for the account of Capital Partners (100) and (D) 54,780 shares of Common Stock that can be obtained by Capital Partners (100) upon exercise of warrants to acquire shares of Common Stock. |
| 5. | Dr. Rachesky may be deemed to be the beneficial owner of 675,000 shares of Common Stock. This number consists of (A) 197,610 shares of Common Stock held for the account of Master Account, (B) 395,220 shares of Common Stock that can be obtained by Master Account upon exercise of warrants to acquire shares of Common Stock, (C) 27,390 shares of Common Stock held for the account of Capital Partners (100) and (D) 54,780 shares of Common Stock that can be obtained by Capital Partners (100) upon exercise of warrants to acquire shares of Common Stock. |
Item 4(b) Percentage of Class:
The percentages set forth below are calculated based on information contained in the Issuer’s Form 10-KSB, dated February 9, 2007, which disclosed that there were 6,720,000 shares of Common Stock outstanding as of February 8, 2007, and the Issuer’s Form 8-K, dated February 12, 2007, which disclosed that 6,051,549 shares of Common Stock were issued pursuant to an Agreement and Plan of Merger, dated August 9, 2006.
| 1. | Master Account may be deemed to be the beneficial owner of approximately 4.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| 2. | Capital Partners (100) may be deemed to be the beneficial owner of approximately 0.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. |
| 3. | Advisors may be deemed to be the beneficial owner of approximately 5.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. |
| 4. | Fund Management may be deemed to be the beneficial owner of approximately 5.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. |
| 5. | Dr. Rachesky may be deemed to be the beneficial owner of approximately 5.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. |
Item 4(c) Number of shares as to which such person has:
1. Master Account
| (i) (ii) (iii) (iv) |
Sole power to vote or to direct the vote: 592,830 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 592,830 Shared power to dispose or to direct the disposition of: 0 |
2. Capital Partners (100)
| (i) (ii) (iii) (iv) |
Sole power to vote or to direct the vote: 82,170 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 82,170 Shared power to dispose or to direct the disposition of: 0 |
3. Advisors
| (i) (ii) (iii) (iv) |
Sole power to vote or to direct the vote: 675,000 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 675,000 Shared power to dispose or to direct the disposition of: 0 |
4. Fund Management
| (i) (ii) (iii) (iv) |
Sole power to vote or to direct the vote: 675,000 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 675,000 Shared power to dispose or to direct the disposition of: 0 |
5. Dr. Rachesky
| (i) (ii) (iii) (iv) |
Sole power to vote or to direct the vote: 675,000 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 675,000 Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership
of Five Percent or Less of a Class: |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| The partners of each of Master Account and Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of each of Master Account and Capital Partners (100) in accordance with their respective ownership interests in Master Account and Capital Partners (100). |
| Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on by the Parent Holding Company: |
| Item 8. | Identification
and Classification of Members of the Group: |
| Item 9. |
Notice of Dissolution of Group: |
| Item 10. | Certifications: |
| By signing below each signatory certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 of effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
February 22, 2007
| MHR ADVISORS LLC | |
| By:
/s/ Hal Goldstein
Name: Hal Goldstein Title: Vice President | |
| MHR FUND MANAGEMENT LLC | |
| By:
/s/ Hal Goldstein
Name: Hal Goldstein Title: Vice President | |
| MARK H. RACHESKY, M.D. | |
| By: /s/ Mark H. Rachesky, M.D. |
EXHIBIT INDEX
| 1. | Joint Filing Agreement, dated as of February 22, 2007, by and among Advisors, Fund Management and Dr. Rachesky. |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Initial Statement on Schedule 13G with respect to the shares of Common Stock of ClearPoint Business Resources, Inc., dated as of February 22, 2007, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: February 22, 2007
| MHR ADVISORS LLC | |
| By:
/s/ Hal Goldstein
Name: Hal Goldstein Title: Vice President | |
| MHR FUND MANAGEMENT LLC | |
| By:
/s/ Hal Goldstein
Name: Hal Goldstein Title: Vice President | |
| MARK H. RACHESKY, M.D. | |
| By: /s/ Mark H. Rachesky, M.D. |