-----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, OjsXAIZUfdGK0/EjzNsps57LRthpfsUIsSQrXXKYl/aYN70rvwY/lv8cRmSmu2OB JIFOED43b6Gt/n3p4IxiYQ== 0000921530-05-000410.txt : 20050611 0000921530-05-000410.hdr.sgml : 20050611 20050608172938 ACCESSION NUMBER: 0000921530-05-000410 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050608 DATE AS OF CHANGE: 20050608 GROUP MEMBERS: ERIC SEMLER GROUP MEMBERS: TCS CAPITAL INTERNATIONAL, LTD. GROUP MEMBERS: TCS CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM LTD CENTRAL INDEX KEY: 0001108482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80437 FILM NUMBER: 05885900 BUSINESS ADDRESS: STREET 1: 8000 MARINA BLVD STREET 2: 5TH FL CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 2129058000 MAIL ADDRESS: STREET 1: 8000 MARINA BLVD STREET 2: 5TH FL CITY: BRISBANE STATE: CA ZIP: 94005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001167167 IRS NUMBER: 134154908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126059811 SC 13G 1 shoppingcom_13g-060805.txt INITIAL 13G FILING FOR SHOPPING.COM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SHOPPING.COM LTD. ----------------- (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share --------------------------------------------- (Title of Class of Securities) M8405Q102 --------- (CUSIP Number) June 2, 2005 ------------ (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 ("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 Page 1 of 10 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. M8405Q102 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TCS CAPITAL INTERNATIONAL, LTD. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 1,848,791 Shares Beneficially 6 Shared Voting Power Owned By Each 0 Reporting Person 7 Sole Dispositive Power With 1,848,791 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,848,791 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.23% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. M8405Q102 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TCS CAPITAL MANAGEMENT, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,848,791 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person With 1,848,791 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,848,791 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.23% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. M8405Q102 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ERIC SEMLER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 2,800,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person With 2,800,000 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,800,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 9.44% 12 Type of Reporting Person (See Instructions) IN; HC Page 5 of 10 Pages Item 1(a) Name of Issuer: Shopping.com Ltd. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 1 Zoran Street, Netanya 42504 Israel Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) TCS Capital International, Ltd. ("TCS Capital International"); ii) TCS Capital Management, LLC ("TCS Capital Management"); and iii) Eric Semler ("Mr. Eric Semler"). This Statement relates to Shares (as defined herein) held for the accounts of TCS Capital International, TCS Capital, LP, a Delaware limited partnership ("TCS Capital"), and TCS Capital II, LP, a Delaware limited partnership ("TCS Capital II"). TCS Capital Management, LLC, a Delaware limited liability company ("TCS Capital Management"), is the investment manager of each of TCS Capital International, TCS Capital and TCS Capital II. In his capacity as the managing member of TCS Capital Management, Mr. Semler may be deemed to have investment discretion over, and may be deemed to be the beneficial owner of, securities held for the accounts of TCS Capital International, TCS Capital and TCS Capital II. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, Suite 1504, New York, NY 10019. Item 2(c) Citizenship: 1) TCS Capital International is a Cayman Islands corporation; 2) TCS Capital Management is a Delaware limited liability company; and 3) Mr. Eric Semler is a citizen of the United States. Item 2(d) Title of Class of Securities: Ordinary Shares, par value NIS 0.01 per share (the "Shares") Item 2(e) CUSIP Number: M8405Q102 Page 6 of 10 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: i) As of the date hereof, each of TCS Capital International and TCS Capital Management may be deemed to be the beneficial owner of the 1,848,791 Shares held for the account of TCS Capital International. ii) As of the date hereof, Mr. Eric Semler may be deemed to be the beneficial owner of 2,800,000 Shares. This number consists of (A) 1,848,791 Shares held for the account of TCS Capital International, (B) 150,359 Shares held for the account of TCS Capital, and (C) 800,850 Shares held for the account of TCS Capital II. Item 4(b) Percent of Class: According to the Issuer's most recent Quarterly Report on Form 10-Q, there were 29,657,977 Shares outstanding as of May 1, 2005. i) The number of Shares each of TCS Capital International and TCS Capital Management may be deemed to beneficially own constitutes approximately 6.23% of the total number of outstanding Shares. ii) The number of Class A Shares Mr. Eric Semler may be deemed to beneficially own constitutes approximately 9.44% of the total number of outstanding Shares. Item 4(c) Number of shares as to which such person has:
TCS Capital International ------------------------- (i) Sole power to vote or direct the vote 1,848,791 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,848,791 (iv) Shared power to dispose or to direct the disposition of 0 TCS Capital Management ---------------------- (i) Sole power to vote or direct the vote 1,848,791 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,848,791 (iv) Shared power to dispose or to direct the disposition of 0 Mr. Eric Semler --------------- (i) Sole power to vote or direct the vote 2,800,000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,800,000 (iv) Shared power to dispose or to direct the disposition of 0
Page 7 of 10 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of TCS Capital International have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of TCS Capital International in accordance with their ownership interests in TCS Capital International. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 8 of 10 Pages SIGNATURES 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. Date: June 8, 2005 TCS CAPITAL INTERNATIONAL, LTD. By: TCS Capital Management, LLC its Investment Manager By: /s/ Eric Semler -------------------------------------- Name: Eric Semler Title: Managing Manager Date: June 8, 2005 TCS CAPITAL MANAGEMENT, LLC By: /s/ Eric Semler -------------------------------------- Name: Eric Semler Title: Managing Member Date: June 8, 2005 ERIC SEMLER /s/ Eric Semler -------------------------------------- Page 9 of 10 Pages EXHIBIT INDEX Page No. A. Joint Filing Agreement, dated as of June 8, 2005, by and among Mr. Eric Semler, TCS Capital Management, LLC and TCS Capital International, Ltd...........................................10 Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Shopping.com Ltd., dated as of June 8, 2005, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: June 8, 2005 TCS CAPITAL INTERNATIONAL, LTD. By: TCS Capital Management, LLC its Investment Manager By: /s/ Eric Semler -------------------------------------- Name: Eric Semler Title: Managing Manager Date: June 8, 2005 TCS CAPITAL MANAGEMENT, LLC By: /s/ Eric Semler -------------------------------------- Name: Eric Semler Title: Managing Member Date: June 8, 2005 ERIC SEMLER /s/ Eric Semler -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----