-----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, JtY22fl5+uCddyHWuTuImid9PjarHorfy2RDiebq6/rS14Hy1uqCtB0kdZWoVIOR k+gYfsnZu7DUu/1fI2iBPw== 0001144204-09-008762.txt : 20090217 0001144204-09-008762.hdr.sgml : 20090216 20090217140628 ACCESSION NUMBER: 0001144204-09-008762 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER JACK CENTRAL INDEX KEY: 0000922714 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2125428201 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISRAEL GROWTH PARTNERS ACQUISITION CORP. CENTRAL INDEX KEY: 0001335725 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203233358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81927 FILM NUMBER: 09610056 BUSINESS ADDRESS: STREET 1: 85 MEDINAT HAYEHUDIM STREET 2: P.O. BOX 4011 CITY: HERZLIA STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-960-2040 MAIL ADDRESS: STREET 1: 85 MEDINAT HAYEHUDIM STREET 2: P.O. BOX 4011 CITY: HERZLIA STATE: L3 ZIP: 46140 SC 13G/A 1 v140424_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No 1)*

ISRAEL GROWTH PARTNERS ACQUISITION CORP
(Name of Issuer)

Common Stock
(Title of Class of Securities)

465090108
(CUSIP Number)

December 31, 2008
(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 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.

 
 
 
 
CUSIP No. 465090108
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
 
JACK SILVER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨ 
(b) x    
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
92,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
92,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
92,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.6%
12
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
CUSIP No. 465090108
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
 
SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨ 
(b) x 
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
92,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
92,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
92,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.6%
12
TYPE OF REPORTING PERSON
 
EP

 
 
 
 
CUSIP No. 465090108

Item 1.

(a) 
Name of Issuer:

Israel Growth Partners Acquisition Corp.

(b) 
Address of Issuer’s Principal Executive Offices:

85 Medinat Hayehudim
Herzlia, Israel 46140
 
Item 2.

(a) 
Name of Person Filing:

Jack Silver
Sherleigh Associates Inc. Profit Sharing Plan

(b) 
Address of Principal Business Office or, if none, Residence:

SIAR Capital LLC
660 Madison Avenue
New York, NY 10021

(c) 
Citizenship:

United States

(d) 
Title of Class of Securities:

Common Stock

(e) 
CUSIP Number:

465090108

Item 3.              If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
¨
Broker or Dealer registered under Section 15 of the Act
     
(b)
¨
Bank as defined in section 3(a)(6) of the Act
     
(c)
¨
Insurance Company as defined in section 3(a)(19) of the Act
     
(d)
¨
Investment Company registered under section 8 of the Investment Company Act
     
(e)
¨
Investment Adviser registered under section 203 of the Investment Advisers Act of 1940

 
 
 
 
CUSIP No. 465090108
 
(f)
¨
Employee Benefit Plan or endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g)
¨
Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
     
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
     
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
Item 4.  Ownership.

(a) – (c)

As of December 31, 2008, Jack Silver beneficially owned 92,000 shares of Common Stock of Israel Growth Partners Acquisition Corp. representing 8.6% of the outstanding Common Stock, based on 1,065,100 shares of Common Stock outstanding as reported in the issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2008.  Such shares of Common Stock beneficially owned by Mr. Silver include 92,000 shares of Common Stock held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is the trustee, but excludes 460,000 shares of Common Stock issuable upon exercise of warrants held by Sherleigh Associates Inc. Profit Sharing Plan, which warrants are not exercisable until the completion of a business combination.
 
Mr. Silver has the sole voting and dispositive power with respect to all 92,000 shares of Common Stock beneficially owned by him.

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 five percent of the class of securities, check the following o.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.

Item 8.  Identification and Classification of Members of the Group.

Not applicable.

 
CUSIP No. 465090108
 
Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my 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 such purposes or effect.
 
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.

February 17, 2009
Date
 
/s/ Jack Silver
Signature
 
Jack Silver
Name/Title
 
Sherleigh Associates Inc. Profit Sharing Plan
   
By:
/s/ Jack Silver
Title:  Trustee

 
 
 
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