-----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, DzkyTxadDBW9T89ubHLwGM768fbzBiiEwzYalQodb9Xa0Wa4CUZpcaZWczhsFFa0 rviUV5Ic16y6AKtByDJsaQ== 0000950123-11-012872.txt : 20110211 0000950123-11-012872.hdr.sgml : 20110211 20110211170114 ACCESSION NUMBER: 0000950123-11-012872 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: ERIC SEMLER GROUP MEMBERS: TCS CAPITAL INVESTMENTS, L.P. GROUP MEMBERS: TCS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: TCS GLOBAL EQUITY MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Information Services Group Inc. CENTRAL INDEX KEY: 0001371489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 205261587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82508 FILM NUMBER: 11600202 BUSINESS ADDRESS: STREET 1: FOUR STAMFORD PLAZA, SUITE 512 STREET 2: 107 ELM STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-517-3100 MAIL ADDRESS: STREET 1: FOUR STAMFORD PLAZA, SUITE 512 STREET 2: 107 ELM STREET CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCS Capital GP, LLC CENTRAL INDEX KEY: 0001363740 IRS NUMBER: 134154916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: SUITE 1504 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.621.8760 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: SUITE 1504 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 c12440sc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  )*

Information Services Group, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45675Y104
(CUSIP Number)
January 31, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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 in 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).

 
 


 

                     
CUSIP No.
 
45675Y104 
 

 

           
1   NAMES OF REPORTING PERSONS
TCS Capital Investments, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

Page 2 of 10


 

                     
CUSIP No.
 
45675Y104 
 

 

           
1   NAMES OF REPORTING PERSONS
TCS Global Equity Master Fund, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   2,151,023
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,151,023
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,151,023
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

Page 3 of 10


 

                     
CUSIP No.
 
45675Y104 
 

 

           
1   NAMES OF REPORTING PERSONS
TCS Capital GP, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,151,023
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    2,151,023
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,151,023
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

Page 4 of 10


 

                     
CUSIP No.
 
45675Y104 
 

 

           
1   NAMES OF REPORTING PERSONS
TCS Capital Management, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,151,023
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    2,151,023
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,151,023
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA

Page 5 of 10


 

                     
CUSIP No.
 
45675Y104 
 

 

           
1   NAMES OF REPORTING PERSONS
Eric Semler
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,151,023
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    2,151,023
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,151,023
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

Page 6 of 10


 

SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of TCS Capital Investments, L.P., a Cayman Islands exempted limited partnership (“TCS Offshore”), TCS Global Equity Master Fund, L.P., a Cayman Islands exempted limited partnership (“TCS Global”), TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), and Eric Semler (together with TCS Offshore, TCS Global, TCS GP and TCS Management, the “Reporting Persons”). This Schedule 13G relates to common stock, par value $0.001 per share (the “Common Stock”) of Information Services Group, Inc., a Delaware corporation (the “Issuer”).
This Schedule 13G serves as an amendment to the Schedule 13G filed on February 9, 2007, as amended by Amendment No. 1 Schedule 13G filed on May 5, 2007, as amended by Amendment No. 2 Schedule 13G filed on May 15, 2007, as amended by Amendment No. 3 Schedule 13G filed on December 7, 2007, as amended by Amendment No. 4 Schedule 13G filed on February 14, 2008, as amended by Schedule 13D filed on June 9, 2008, as amended by Amendment No. 1 Schedule 13D filed on September 3, 2010, as amended by Amendment No. 2 Schedule 13D filed on January 10, 2011.
As previously reported in Amendment No. 2 Schedule 13D filed on January 10, 2011, the Reporting Persons held warrants to purchase the Issuer’s Common Stock. The warrants expired on January 31, 2011. Accordingly, as of the close of business on January 31, 2011, the Reporting Persons no longer beneficially own and no longer may be deemed to beneficially own (as the case may be), any shares of the Issuer’s Common Stock related to such warrants.
On February 1, 2011, TCS Offshore made an in-kind distribution of the Common Stock to TCS GP. TCS GP then made an in-kind recontribution of the Common Stock to TCS Global.
Item 1(a)  
Name of Issuer.
 
Information Services Group, Inc.
Item 1(b)  
Address of Issuer’s Principal Executive Offices.
 
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT, 06901
Item 2(a)  
Name of Person Filing.
  (1)  
TCS Capital Investments, L.P.
 
  (2)  
TCS Global Equity Master Fund, L.P.
 
  (3)  
TCS Capital GP, LLC
 
  (4)  
TCS Capital Management, LLC
 
  (5)  
Eric Semler

 

Page 7 of 10


 

Item 2(b)  
Address of Principal Business Office, or, if none, Residence.
 
For all Filers:
888 Seventh Avenue, Suite 1504
New York, NY 10019
Item 2(c)  
Citizenship or Place of Organization.
  (1)  
TCS Capital Investments, L.P. is a Cayman Islands exempted limited partnership.
 
  (2)  
TCS Global Equity Master Fund, L.P. is a Cayman Islands exempted limited partnership.
 
  (3)  
TCS Capital GP, LLC is a Delaware limited liability company.
 
  (4)  
TCS Capital Management, LLC is a Delaware limited liability company.
 
  (5)  
Eric Semler is a U.S. citizen.
Item 2(d)  
Title of Class of Securities.
 
Common stock, par value $0.001 per share.
Item 2(e)  
CUSIP Number.
 
45675Y104
Item 3  
Reporting Person
 
Inapplicable
Item 4  
Ownership.
  (a)  
TCS Global, TCS GP, TCS Management and Eric Semler may be deemed the beneficial owners of 2,151,023 shares of Common Stock.
 
  (b)  
TCS Global, TCS GP, TCS Management and Eric Semler may be deemed the beneficial owners of 6.7% of the outstanding shares of Common Stock. This percentage was determined by dividing 2,151,023 by 32,105,708, which is the number of shares of Common Stock outstanding as of October 29, 2010, according to the Issuer’s Form 10Q filed on November 9, 2010 with the Securities and Exchange Commission.
 
  (c)  
TCS Global, TCS GP, TCS Management and Eric Semler have the shared power to vote and dispose of the 2,151,023 shares of Common Stock beneficially owned.

 

Page 8 of 10


 

Item 5  
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]. Note: Only TCS Offshore is no longer the beneficial owner of more than 5 percent of the Common Stock.
Item 6  
Ownership of More Than Five Percent on Behalf of Another Person.
 
Inapplicable
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Company.
 
Inapplicable
Item 8  
Identification and Classification of Members of the Group.
 
Inapplicable
Item 9  
Notice of Dissolution of Group.
 
Inapplicable
Item 10  
Certification.
 
By signing below, each Reporting Person certifies that, to the best of such Reporting Persons’ 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits
 
Exhibit 99-1
 
Joint Filing Agreement, dated February 11, 2011, among the Reporting Persons.

 

Page 9 of 10


 

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: February 11, 2011
           
    TCS CAPITAL INVESTMENTS, L.P.
 
       
    By: TCS Capital GP, LLC, general partner
 
       
 
  By:   /s/ Eric Semler
 
     
 
  Name:   Eric Semler
 
  Title:   Managing Member
 
       
    TCS GLOBAL EQUITY MASTER FUND, L.P.
 
       
    By: TCS Capital GP, LLC, general partner
 
       
 
  By:   /s/ Eric Semler
 
     
 
  Name:   Eric Semler
 
  Title:   Managing Member
 
       
    TCS CAPITAL GP, LLC
 
       
 
  By:   /s/ Eric Semler
 
     
 
  Name:
Title:
  Eric Semler
Managing Member
 
       
    TCS CAPITAL MANAGEMENT, LLC
 
       
 
  By:   /s/ Eric Semler
 
     
 
  Name:   Eric Semler
 
  Title:   Managing Member
 
       
    ERIC SEMLER
 
       
 
  By:   /s/ Eric Semler
 
     

 

Page 10 of 10

EX-99.1 2 c12440exv99w1.htm EX-99.1 exv99w1
EXHIBIT 99-1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the securities of Information Services Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2011.
         
  TCS CAPITAL INVESTMENTS, L.P.
 
 
  By:   TCS Capital GP, LLC, general partner    
 
  By:   /s/ Eric Semler    
  Name:  Eric Semler   
  Title:  Managing Member   
 
  TCS GLOBAL EQUITY MASTER FUND, L.P.
 
 
  By:   TCS Capital GP, LLC, general partner    
 
  By:   /s/ Eric Semler    
  Name:  Eric Semler   
  Title:  Managing Member   
 
  TCS CAPITAL GP, LLC
 
 
  By:   /s/ Eric Semler    
  Name:  Eric Semler   
  Title:  Managing Member   

 


 

         
         
  TCS CAPITAL MANAGEMENT, LLC
 
 
  By:   /s/ Eric Semler    
  Name:  Eric Semler   
  Title:  Managing Member   
 
  ERIC SEMLER
 
 
  By:   /s/ Eric Semler    
       
       
 

 

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