-----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, NGl+z35naHpKUxNMvs7KZaQcb3RuNpwpOnu1k2IdfWlfCtXuRKiXXN6l4aN/qU/6 Pbv7mMnsYZyf8sabnLa25w== 0001104659-09-047691.txt : 20090806 0001104659-09-047691.hdr.sgml : 20090806 20090806131254 ACCESSION NUMBER: 0001104659-09-047691 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090806 DATE AS OF CHANGE: 20090806 GROUP MEMBERS: VLADIMIR IORICH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL DIAMONDS INC. CENTRAL INDEX KEY: 0001095847 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83158 FILM NUMBER: 09990848 BUSINESS ADDRESS: STREET 1: SUITE 1020 STREET 2: 800 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2V6 BUSINESS PHONE: 604-684-6365 MAIL ADDRESS: STREET 1: SUITE 1020 STREET 2: 800 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2V6 FORMER COMPANY: FORMER CONFORMED NAME: ROCKWELL VENTURES INC DATE OF NAME CHANGE: 19990928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PALA INVESTMENTS HOLDINGS LTD CENTRAL INDEX KEY: 0001412517 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 COLOMBERIE CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 4XA BUSINESS PHONE: 44 1534 639815 MAIL ADDRESS: STREET 1: 22 COLOMBERIE CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 4XA SC 13D/A 1 a09-21540_1sc13da.htm SC 13D/A

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Rockwell Diamonds, Inc.

(Name of Issuer)

 

Common Shares

(Title of Class of Securities)

 

77434W103

(CUSIP Number)

 

Susan Garrod
12 Castle Street
St. Helier, Jersey
Channel Islands
JE2 3RT

 

With copies to:

 

D’Arcy Nordick
Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, ON, M5L 1B9
Fax: 416-947-0866

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

 

July 31, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 ("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.   77434W103

 

 

1.

Names of Reporting Persons
Pala Investments Holdings Limited
S.S. or I.R.S. Identification No. of Above Person

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Jersey, Channel Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
17,704,900

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
17,704,900

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,704,900

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.44%(1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1) The calculation of this percentage is based on a total of 238,043,069 Common Shares outstanding, as reported in Rockwell Diamonds Inc.’s annual information form dated June 26, 2009.

 

2



 

CUSIP No.   77434W103

 

 

1.

Names of Reporting Persons
Vladimir Iorich
S.S. or I.R.S. Identification No. of Above Person

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
17,704,900

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
17,704,900

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,704,900

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.44%(1)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1) The calculation of this percentage is based on a total of 238,043,069 Common Shares outstanding, as reported in Rockwell Diamonds Inc.’s annual information form dated June 26, 2009.

 

3



 

Item 1.

Security and Issuer

 

This Amendment No. 6 (the “Amendment No. 6”) to Schedule 13D in respect of the Common Shares of Rockwell Diamonds Inc. (the “Company”) is being filed on behalf of the undersigned to amend the Schedule 13D, which was originally filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2008 and subsequently amended on November 6, 2008 by Amendment No. 1, on June 1, 2009 by Amendment No. 2, on June 22, 2009 by Amendment No. 3, on July 16, 2009 by Amendment No. 4 and on July 24, 2009 by Amendment No. 5 (together, the “Schedule 13D”).  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.  Except as amended by the Amendment No. 6, the Schedule 13D, as heretofore filed with the SEC, shall remain in full force and effect.

 

 

Item 5.

Interest in Securities of the Issuer

 

(a) As of August 5, 2009, Pala Investments Holdings Limited (“Pala”) owned 17,704,900 Common Shares, representing approximately 7.44% of the outstanding Common Shares.  This percentage was calculated on the basis of 238,043,069 Common Shares outstanding, as reported in the Company’s annual information form dated June 26, 2009.

 

(b) As of August 5, 2009, Pala has the sole power to direct the voting and disposition of 17,704,900 Common Shares. By virtue of his position as the indirect owner of Pala, Iorich may be deemed to beneficially own the 17,704,900 Common Shares of the Company beneficially owned by Pala.

 

(c) Between July 24, 2009 and August 5, 2009, Pala disposed of 2,950,000 Common Shares at an average price of approximately CDN$0.043 per Common Share through the facilities of the Toronto Stock Exchange. Except as disclosed in this Item 5 of this Schedule 13D, neither Pala nor Iorich, nor, to the best knowledge of Pala and Iorich, any of the directors or executive officers of Pala, has effected any transaction in the Company’s Common Shares in the 60 days prior to the filing of this Schedule 13D.

 

(d) Not applicable.

 

(e) Not applicable.

 

4



 

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.

 

 

PALA INVESTMENTS HOLDINGS LIMITED

 

 

 

 

 

 

By:

/s/ Susan Garrod

 

Name:

Susan Garrod

 

Title:

Executive Director

 

 

 

 

 

 

 

By:

/s/ Vladimir Iorich

 

Name:

Vladimir Iorich

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5


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