Schedule 13d
| Filed by: | MULLARKEY MICHAEL |
| Subject Company: | WORKSTREAM INC. |
| Filed as of Date: | 11/12/2008 |
| View Original Filing on Edgar's | |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
Workstream
Inc.
(Name
of
Issuer)
Common
Shares, no par value
(Title
of
Class of Securities)
981402100
(CUSIP
Number)
Steve
Purello
Workstream
Inc.
495
March Road, Suite 250
Ottawa,
Ontario K2K 3G1 Canada
(613)
270-0619
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
30, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
¨.
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CUSIP
No. 981402100
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13D
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Page
2 of 4 pages
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1
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NAMES
OF REPORTING PERSONS
Michael
Mullarkey
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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7
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SOLE
VOTING POWER 11,192,668(1)
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8
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SHARED
VOTING POWER 0
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9
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SOLE
DISPOSITIVE POWER 11,192,668(1)
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10
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SHARED
DISPOSITIVE POWER 0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,192,668(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.91%
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14
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TYPE
OF REPORTING PERSON
IN
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(1)
Includes 33,334 common shares issuable upon the exercise of options held by
the
Reporting Person.
i
Item
1. Security
and Issuer.
This
Statement relates to common shares, no par value (the “Common Shares”), of
Workstream Inc., a Canadian corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 495 March Road, Suite 250, Ottawa,
Ontario K2K 3G1 Canada.
Item
2. Identity
and Background.
The
name
of the person filing this statement us Michael Mullarkey. Mr. Mullarkey’s
business address is 495 March Road, Suite 250, Ottawa, Ontario K2K 3G1 Canada.
Mr. Mullarkey is currently the Executive Chairman of the Board of Directors
of
the Issuer.
During
the past five years, Mr. Mullarkey has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). In addition,
Mr. Mullarkey has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five years which
would make him 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 violations with respect to such
laws.
Mr.
Mullarkey is a citizen of the United States of America.
Item
3. Source
and Amount of Funds or Other Consideration.
The
source of the funds for the acquisition of the aggregate 6,701,000 Common Shares
by Mr. Mullarkey on October 30, 2008 and October 31, 2008 for $335,050 was
from
Mr. Mullarkey’s personal funds.
Item
4. Purpose
of Transaction.
The
purpose of the transactions described above was for investment
purposes.
Depending
on market conditions and other factors, Mr. Mullarkey may acquire additional
Common Shares as he deems appropriate, whether in open market purchases,
privately negotiated transactions or otherwise. Mr. Mullarkey also reserves
the
right to dispose of some or all of the Common Shares in the open market, in
privately negotiated transactions to third parties or otherwise.
As
of the
date hereof, except as described above, Mr. Mullarkey does not have any plans
or
proposals which relate to 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 of term
of
directors or to fill any existing vacancies on the board; (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 Certificate of Incorporation or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing
a
class of securities of the Issuer to be delisted from 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.
ii
Item
5. Interest
in Securities of the Issuer.
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(a)
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As
of November 3, 2008, the aggregate number and percentage of Common
Shares
of the Issuer beneficially owned by Mr. Mullarkey was 11,192,668
Common
Shares, or approximately 19.91% of the Issuer.
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(b)
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Mr.
Mullarkey has the sole power to vote or direct the vote, and to dispose
or
direct the disposition, of all of such Common Shares.
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(c)
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Other
than as described in Item 3 above, Mr. Mullarkey has not effected
any
transaction in any Common Shares of the Issuer in the past sixty
days.
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(d)
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N/A
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(e)
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N/A
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except
as
described above, there are no contracts, arrangements, understandings or
relationships between Mr. Mullarkey and any other person with respect to any
securities of the Issuer.
Item
7. Material
to be Filed as Exhibits.
None.
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.
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/s/
Michael Mullarkey
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MICHAEL
MULLARKEY
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Date:
November 10, 2008
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iii
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