UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Envoy Communications Group Inc.
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(Name of Issuer)
Common Shares, no par value
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(Title of Class of Securities)
0002939861
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(CUSIP Number)
Steven N. Bronson
Catalyst Financial LLC
100 Mill Plain Road
Danbury, Connecticut 06811
with a copy to:
James A. Prestiano, Esq.
631 Commack Road, Suite 2A
Commack, New York 11725
(631) 499-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 16, 2006
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(Date of Event which Requires Filing of This Statement)
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
(1) 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 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).
(Continued on following pages)
CUSIP No. 0002939861 SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven N. Bronson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,145,903
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,145,903
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,145,903
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 0002939861 SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the common shares no par value ("Common Shares")
of Envoy Communications Group Inc. (the "Issuer"). The Issuer's principal
executive office is located at 172 John Street, Toronto, Ontario, Canada M5T
1X5. The Issuer has previously reported that as of June 30, 2006, the Issuer had
19,687,120 shares of Common Shares issued and outstanding.
Item 2. Identity and Background.
(a) This Schedule 13D is filed on behalf of Steven N. Bronson.
(b) Mr. Bronson's business address is 100 Mill Plain Road Danbury,
Connecticut 06811.
(c) Mr. Bronson is the president of Catalyst Financial LLC ("Catalyst"), A
broker-dealer registered under the Securities Exchange Act of 1934. The
principal place of business of Catalyst is 100 Mill Plain Road Danbury,
Connecticut 06811. Mr. Bronson is also the managing member of the Catalyst Fund
GP, LLC, a Delaware limited liability company, which is the general partner of
Catalyst Fund, L.P., a Delaware limited partnership (the "Fund"). The Fund
maintains its offices at 100 Mill Plain Road, Danbury, Connecticut 06811.
(d) Mr. Bronson has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Bronson has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
nor has Mr. Bronson been nor is he now subject to a judgment, decree, or final
order enjoining further violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Between August 16, 2006 and August 21, 2006, Mr. Bronson, through Catalyst,
using the working capital of Catalyst purchased the following shares of Common
Shares in open market transactions:
Buy or Type of Number of Price
Date Entity Sell Securities Shares Purchased Per Share
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8-16-06 Catalyst Buy Common Shares 51,795 $1.4098
8-17-06 Catalyst Buy Common Shares 43,238 $1.4743
8-18-06 Catalyst Buy Common Shares 18,338 $1.4724
8-21-06 Catalyst Buy Common Shares 50,000 $1.5002
Item 4. Purpose of Transaction.
Mr. Bronson acquired the Common Shares for investment purposes. Mr. Bronson
plans to pursue a meeting with management of the Issuer and/or the outside
directors of the Issuer to question, among other things, the Issuer's
compensation of executives, the Issuer's related party transactions and to
request the distribution of a cash dividend to the shareholders of the Issuer.
Mr. Bronson may, directly or indirectly (i) increase or decrease his beneficial
ownership of Common Shares or other securities of the Issuer, (ii) sell all or
part of his shares of Common Shares in open market or privately negotiated sales
or otherwise, or (iii) make further purchases of shares of Common Shares or
other securities of the Issuer through open market or privately negotiated
transactions or otherwise. If Mr. Bronson does undertake any of the above
described possible actions, he will, among other things, timely file an
appropriate amendment to this Schedule 13D.
Other than as described above, Mr. Bronson does not have any plans or
proposals which relate or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments corresponding
thereto or any actions which may impede the acquisition or control of the Issuer
by any person;
(h) Causing a class of securities of the Issuer to be delisted form a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of
1,145,903 shares of the Issuer's Common Shares, representing approximately 5.8%
of the total shares of Common Shares issued and outstanding. The securities of
the Issuer beneficially owned by Mr. Bronson include: (1) 615,050 Common Shares
held by the Fund and (2) 530,853 Common Shares held by Catalyst.
(c) The following open market transactions were effected by Mr. Bronson
during the past sixty (60) days:
Buy or Type of Number of Price
Date Entity Sell Securities Shares Purchased Per Share
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6-19-06 Catalyst Buy Common Stock 2,440 $1.52
6-26-06 Catalyst Buy Common Stock 2,530 $1.53
6-27-06 Catalyst Buy Common Stock 900 $1.53
7-6-06 The Fund Buy Common Stock 5,050 $1.5599
7-7-06 Catalyst Buy Common Stock 3,620 $1.55
7-7-06 Catalyst Buy Common Stock 200 $1.54
7-7-06 Catalyst Buy Common Stock 200 $1.54
7-7-06 Catalyst Buy Common Stock 2,055 $1.54
7-7-06 Catalyst Buy Common Stock 300 $1.54
7-10-06 Catalyst Buy Common Stock 10,000 $1.54
7-11-06 Catalyst Buy Common Stock 1,194 $1.51
7-12-06 The Fund Buy Common Stock 10,000 $1.5191
7-13-06 Catalyst Buy Common Stock 7,800 $1.51
7-14-06 Catalyst Buy Common Stock 45,000 $1.5094
7-17-06 Catalyst Buy Common Stock 63,060 $1.493
7-18-06 Catalyst Buy Common Stock 11,727 $1.465
7-20-06 Catalyst Buy Common Stock 15,000 $1.47
7-24-06 Catalyst Buy Common Stock 12,790 $1.475
7-25-06 Catalyst Buy Common Stock 16,325 $1.5145
7-26-06 Catalyst Buy Common Stock 980 $1.54
7-27-06 Catalyst Buy Common Stock 2,000 $1.53
7-31-06 Catalyst Buy Common Stock 4,480 $1.53
8-1-06 Catalyst Buy Common Stock 10,274 $1.5
8-2-06 Catalyst Buy Common Stock 3,850 $1.54
8-2-06 Catalyst Buy Common Stock 3,420 $1.5427
8-3-06 Catalyst Buy Common Stock 3,700 $1.5466
8-4-06 Catalyst Buy Common Stock 4,300 $1.53
8-7-06 Catalyst Buy Common Stock 5,690 $1.5108
8-8-06 Catalyst Buy Common Stock 9,477 $1.5062
8-10-06 Catalyst Buy Common Stock 50,786 $1.4423
8-11-06 Catalyst Buy Common Stock 30,000 $1.3723
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: August 22, 2006
/s/ Steven N. Bronson
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STEVEN N. BRONSON
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (See 18 U.S.C. Section l001).