Amendment #4 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GhEQQVU013lw7rhyl0Oank8T0pP7kqYvP9D4m/jYzBHTy9V7bKWkBy9onZozaL0r E/75IBV0WXfs+N9dzHE0ow== 0001193125-05-111132.txt : 20050519 0001193125-05-111132.hdr.sgml : 20050519 20050519090208 ACCESSION NUMBER: 0001193125-05-111132 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 GROUP MEMBERS: DAVID DADANTE GROUP MEMBERS: DAVID DADANTE REVOCABLE TRUST DATED MAY 14, 2003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOTRAC CORP CENTRAL INDEX KEY: 0001051114 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 581592285 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55025 FILM NUMBER: 05843352 BUSINESS ADDRESS: STREET 1: 6655 SUGARLOAF PARKWAY CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 678-584-4000 MAIL ADDRESS: STREET 1: 1828 MECA WAY CITY: NORCROSS STATE: GA ZIP: 30093 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IPOF FUND CENTRAL INDEX KEY: 0001241737 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 773 VILLAGE TRAIL CITY: GATES MILLS STATE: OH ZIP: 44040 BUSINESS PHONE: 216-737-5000 MAIL ADDRESS: STREET 1: 773 VILLAGE TRAIL CITY: GATES MILLS STATE: OH ZIP: 44040 SC 13D/A 1 dsc13da.htm AMENDMENT #4 TO SCHEDULE 13D Amendment #4 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)

(Amendment No. 4)

Innotrac Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45767M109

(CUSIP Number)

Steven L. Wasserman

Chernett Wasserman Yarger & Pasternak L.L.C.

1301 East 9^th Street, Suite 3300, Cleveland, OH 44114, (216) 737-5000

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

April 12, 2005

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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 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. 45767M109		Page 2 of 8


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IPOF Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

3,618,918

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

3,618,918

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,618,918
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.0%
14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D


CUSIP No. 45767M109		Page 3 of 8


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David Dadante Revocable Trust dated May 14, 2003
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

184,323

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

184,323

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 184,323
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON* OO

SCHEDULE 13D


CUSIP No. 45767M109		Page 4 of 8


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David Dadante
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

268,713 ⁽¹⁾

8 SHARED VOTING POWER

3,618,918 ⁽²⁾

9 SOLE DISPOSITIVE POWER

268,713 ⁽¹⁾

10 SHARED DISPOSITIVE POWER

3,618,918 ⁽²⁾


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,378,113 ^{(1) (2)}
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.3%
14	TYPE OF REPORTING PERSON* IN

(1)	184,323 shares held by David Dadante Revocable Trust dated May 14, 2003.

(2)	Shares held by IPOF Fund.

SCHEDULE 13D


CUSIP No. 45767M109		Page 5 of 8

Item 1. Security and Issuer

This Schedule 13D is filed on behalf of IPOF Fund (the “Fund”), an Ohio limited partnership, and David Dadante, the general partner of IPOF Fund, relating to shares of common stock, par value $0.10 per share, of Innotrac Corporation, a Georgia corporation (“Innotrac”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is amended and supplemented as follows:

The shares of common stock reported herein as having been acquired by IPOF Fund were acquired for the aggregate purchase price of approximately $1,930,814 (excluding commissions) with margin debt from Advest, Inc.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(c) of Schedule 13D are amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by Innotrac, there are 12,037,994 shares of common stock outstanding.

IPOF Fund beneficially owns 3,618,918 shares of common stock, or 30.0% of the outstanding shares of common stock. As general partner of IPOF Fund, Mr. Dadante may be deemed to beneficially own all shares of common stock held by IPOF Fund.

(c) Since the filing of Amendment No. 3 Schedule 13D dated April 12, 2004, IPOF Fund has acquired 240,805 shares of common stock in open market transactions as follows:


Date	Number of Shares	Approximate Per Share Price (Excluding Commissions)
04/29/2005	4,800	$	7.9492
04/29/2005	4,100	$	7.8900
04/29/2005	2,500	$	7.9884
04/29/2005	200	$	7.8900
04/28/2005	9,000	$	7.8900
04/27/2005	5,000	$	7.9376
04/27/2005	2,500	$	7.8400
04/27/2005	1,500	$	8.0600
04/27/2005	800	$	7.8900
04/26/2005	634	$	7.7500
04/26/2005	599	$	7.6500
04/26/2005	100	$	7.7900
04/25/2005	469	$	7.7500
04/22/2005	2,500	$	8.0400
04/21/2005	1,250	$	8.0400
04/20/2005	2,500	$	8.0400

SCHEDULE 13D


CUSIP No. 45767M109		Page 6 of 8


Date	Number of Shares	Approximate Per Share Price (Excluding Commissions)
04/20/2005	2,500	$	7.9900
04/20/2005	1,300	$	7.9900
04/19/2005	900	$	7.9900
04/18/2005	300	$	7.9900
04/15/2005	5,000	$	8.2432
04/14/2005	10,000	$	8.2570
04/14/2005	3,897	$	7.7500
04/13/2005	9,500	$	7.7500
04/12/2005	25,000	$	7.4984
04/12/2005	25,000	$	7.5000
04/12/2005	6,900	$	7.5500
04/12/2005	2,500	$	7.6900
04/12/2005	400	$	7.75
04/11/2005	4,200	$	7.89
04/11/2005	2,500	$	7.6932
04/08/2005	2,500	$	8.03
04/08/2005	2,500	$	8.10
04/08/2005	2,500	$	8.10
04/07/2005	2,500	$	7.95
04/07/2005	400	$	7.95
04/07/2005	100	$	7.89
04/06/2005	10,000	$	7.95
04/06/2005	5,000	$	7.9498
04/06/2005	5,000	$	7.95
04/06/2005	5,000	$	7.999
04/06/2005	700	$	7.89
04/06/2005	700	$	7.89
04/05/2005	1,800	$	7.89
04/05/2005	200	$	7.94
04/05/2005	200	$	7.9
04/04/2005	8,496	$	8.79
04/04/2005	5,000	$	8.35
04/04/2005	5,000	$	8.46
04/04/2005	5,000	$	7.85
04/04/2005	1,000	$	7.9
04/04/2005	500	$	7.958
04/04/2005	500	$	7.99
04/04/2005	500	$	7.914
04/04/2005	300	$	7.9
04/04/2005	200	$	7.935
04/01/2005	2,240	$	8.75
04/01/2005	1,502	$	8.748
03/31/2005	100	$	8.79
03/30/2005	700	$	8.79
03/24/2005	5,000	$	8.84

SCHEDULE 13D


CUSIP No. 45767M109		Page 7 of 8


Date	Number of Shares	Approximate Per Share Price (Excluding Commissions)
03/24/2005	1,960	$	8.79
03/24/2005	290	$	8.79
03/23/2005	4,710	$	8.79
03/23/2005	358	$	8.6312
03/23/2005	190	$	8.79
03/18/2005	2,400	$	8.79
03/17/2005	1,450	$	8.79
03/16/2005	4,800	$	8.80
3/16/2005	1,500	$	8.80
03/16/2005	1,100	$	8.80
03/16/2005	800	$	8.79
03/15/2005	2,000	$	8.80
03/15/2005	160	$	8.79
03/15/2005	100	$	8.80
03/14/2005	550	$	8.85
03/11/2005	950	$	8.85
03/10/2005	3,500	$	8.85
03/04/2005	500	$	8.90

Item 7. Material to be Filed as Exhibits.

7.1

Joint Filing Agreement, incorporated by reference to Exhibit 7.1 to Schedule 13D Statement, dated July 30, 2003, filed on behalf of IPOF Fund and David Dadante

SCHEDULE 13D


CUSIP No. 45767M109		Page 8 of 8

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.

Date:

May 18, 2005


IPOF FUND

By:		/s/ David Dadante
		David Dadante
Its:		General Partner

/s/ DAVID DADANTE
DAVID DADANTE

-----END PRIVACY-ENHANCED MESSAGE-----