UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): July 7, 2010 (June 30,
2010)
ISRAEL GROWTH PARTNERS
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
000-51980
|
20-3233358
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
4808
Moorland Lane, Suite 109, Bethesda, Maryland
|
20814
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (301)
576-1186
1600 Tysons Blvd., Suite
1150, McLean, Virginia 22102
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
3.02
|
Unregistered
Sales of Equity Securities
|
On June
30, 2010, Israel Growth Partners Acquisition Corp. (the “Company”) issued
1,400,000 shares of common stock (the “Shares”), par value $0.0001 per share
(“Common Stock”), to Moorland Land Partners, LLC (“Moorland”), at a price of
$0.01 per share or $14,000 in the aggregate, pursuant to an agreement between FI
Investment Group, LLC (“FIIG”) and Moorland, dated June 30, 2010 (the
“Agreement”). The Shares were issued in a private placement not
involving a public offering under the Securities Act of 1933 pursuant to Section
4(2) of the Securities Act of 1933. The Company has not engaged in
general solicitation or advertising with regard to the issuance of the Shares
and has not offered securities to the public in connection with this
issuance.
Item
5.01
|
Changes
in Control of Registrant
|
As
disclosed in Item 3.02 above, which is incorporated herein by reference, on June
30, 2010, pursuant to the Agreement, Moorland acquired 1,400,000 shares of
Common Stock, which represented 56.8% of Common Stock outstanding immediately
following the issuance of the Shares. The purchase price of $14,000
was paid from the capital contributions made in Moorland.
Pursuant
to the Agreement, FIIG agreed to cause a designee of Moorland (the “Designee”)
to be appointed to the Board of Director of the Company (the “Board”) to fill
the seat of a newly created directorship and secure the resignation of the
Company’s current sole director so that the Designee would serve as the sole
director of the Company. During the time that the Designee serves on
the Board, Moorland has agreed to fund, or arrange for the funding of, the
payment of all expenses that the Company incurs to remain a public reporting
company with non-convertible debt funding for one year. Accordingly,
effective June 30, 2010, Craig Samuels, the Designee, became the sole member of
the Board, and J. Patrick McMahon resigned from the Board.
As a
result of the issuance of the Shares and the appointment of the Designee of
Moorland to the Board pursuant to the Agreement, a change in control of the
Company has occurred. As of the date hereof, Moorland, and Craig
Samuels and Mitchell Metzman, members of Moorland, may be deemed to be the
beneficial owner of the Shares, which represents approximately 56.8% of Common
Stock outstanding. Moorland and Messrs Samuels and Metzman may
be deemed to have shared power to vote or direct the votes of, and/or shared
power to dispose or direct the disposition of, all of the
Shares. Prior to the issuance of the Shares, FIIG owned 50.2% of
Common Stock outstanding.
The
Agreement provides certain call rights for FIIG to purchase all Moorland’s
securities in the Company, which rights are exercisable upon notice (i) if
Moorland determines to abandon the objective of consummating a business
combination with a target operating company (a “Combination”) through the
Company or (ii) if within two years from the purchase of the Shares, Moorland
has not caused the Company to raise at least $250,000 of additional capital
through the issuance of debt and/or equity securities or to consummate a
Combination.
The
Company was a "shell company", as defined in Rule 12b-2 of the Securities
Exchange Act of 1934 (the “Exchange Act”) prior to the change of control.
In accordance with paragraph (8) of Item 5.01 of
Form 8-K, the Company is required to provide the
information that would be required if the Company were filing a registration
statement on Form 10 under the
Exchange Act, provided that where such
information has been previously reported, the Company may identify the
filing in which this disclosure is included instead of
including the required disclosure in this Form 8-K. The
following Form 10 information is provided, with reference to the filing made by
the Company in which the information is disclosed, where the information is not
included in this report:
Form
10 Item
|
Description
|
Filing
Where
Information
Included
|
||
Item
1
|
Business
|
Form
10-K filed on December 2, 2009
|
||
Item
1A
|
Risk
Factors
|
Form
10-K filed on December 2, 2009, as updated by Forms 10-Q filed on December
15, 2009, March 17, 2010 and June 14, 2010.
|
||
Item
2
|
Financial
Information
|
Form
10-K filed on December 2, 2009, as updated by Forms 10-Q filed on December
15, 2009, March 17, 2010 and June 14, 2010.
|
||
Item
3
|
Properties
|
Provided
below in this Current Report of Form 8-K.
|
||
Item
4
|
Security
Ownership of Certain Beneficial Owners and Management
|
Provided
below in this Current Report on Form 8-K.
|
||
Item
5
|
Directors
and Executive Officers
|
Provided
Item 5.02 below in this Current Report on Form 8-K.
|
||
Item
6
|
Executive
Compensation
|
Form
10-K filed on December 2, 2009.
|
||
Item
7
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Form
10-K filed on December 2, 2009.
|
||
Item
8
|
Legal
Proceedings
|
Form
10-K filed on December 2, 2009.
|
||
Item
9
|
Market
Price of and Dividends on the Registrant’s Common Equity and Related
Stockholder Matters
|
Provided
below in this Current Report of Form 8-K.
|
||
Item
10
|
Recent
Sale of Unregistered Securities
|
Provided
Item 5.02 below in this Current Report on Form 8-K.
|
||
Item
11
|
Description
of Registrants’ Securities to the Registered
|
Form
10-K filed on December 2, 2009.
|
||
Item
12
|
Indemnification
of Directors and Officers
|
Provided
below in this Current Report on Form 8-K.
|
||
Item
13
|
Financial
Statements and Supplementary Data
|
Form
10-K annual report filed on December 2, 2009, as updated by Forms 10-Q
filed on December 15, 2009, March 17, 2010 and June 14,
2010.
|
||
Item
14
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
Form
8-K filed on June 18, 2009.
|
||
Item
15
|
Financial
Statements and Exhibits
|
Form
10-K filed on December 2, 2009.
|
Item
3. Properties
We do not
own any material property. Our sole office is located at 4808
Moorland Lane, Bethesda, Maryland 20814, and is presently provided free of
charge by Moorland Land Partners, LLC, one of our stockholders. We
consider our current office space adequate for our current
operations.
Item
4. Security Ownership of Certain Beneficial Owners and
Management
The
following table sets forth certain information regarding the beneficial
ownership of our common stock on July 2, 2010, by (1) each director and
named executive officer of our Company, (2) all directors and named
executive officers of our Company as a group, and (3) each person known by
us to own more than 5% of our common stock. Applicable percentage
ownership in the following table is based on 2,465,100 shares of common
stock outstanding as of July 2, 2010.
Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options held by that person
that are currently exercisable or will become exercisable within 60 days
after July 2, 2010, are deemed outstanding, while the shares are not deemed
outstanding for purposes of computing percentage ownership of any other person.
Unless otherwise indicated in the footnotes below, the persons and entities
named in the table have sole voting or investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.
Unless
otherwise indicated, the principal address of each of the persons below is c/o
Moorland Lane Partners, LLC, 4808 Moorland Lane, Suite 109, Bethesda, Maryland
20814.
|
Number of
|
|||||||
|
Shares
|
Percentage of
|
||||||
|
Beneficially
|
Outstanding
|
||||||
|
Owned
|
Shares
|
||||||
|
||||||||
Executive Officers and
Directors
|
||||||||
Craig
Samuels (1)
|
1,400,000
|
56.8
|
%
|
|||||
Mitchell
Metzman (1)
|
1,400,000
|
56.8
|
%
|
|||||
All
executive officers and directors as a group (2 person) (1)
|
1,400,000
|
56.8
|
%
|
|||||
Other 5%
Stockholders
|
||||||||
Moorland
Lane Partners, LLC (1)
|
1,400,000
|
56.8
|
%
|
|||||
FI
Investment Group, LLC (2)
|
534,300
|
21.7
|
%
|
——————
(1)
|
Includes
1,400,000 shares of common stock owned by Moorland Lane Partners, LLC
(“Moorland”). Each of Messrs Samuels and Metzman is a manager
and member of Moorland. Accordingly, each of Messrs Samuels and
Metzman may be deemed to beneficially own 1,400,000 shares of common stock
and disclaims beneficial ownership of all such shares, except to the
extent of their respective pecuniary interest therein.
|
(2)
|
Based
on information contained in a Schedule 13D filed by FI Investment Group,
LLC and Frank Islam on August 6, 2008. FI Investment Group, LLC
and Frank Islam share voting and dispositive power with respect to 534,300
shares of our common stock. Frank Islam is the principal of FI
Investment Group, LLC. The address for Mr. Islam and FI
Investment Group, LLC is c/o FI Investment Group, LLC, 1600 Tysons Blvd.,
Suite 1150, McLean, Virginia 22102.
|
Item
9. Market Price of Dividends on The Registrant’s Common Equity and
Related Stockholder Matters.
Following
our initial public offering in July 2006, our Series A units, Series B units,
common stock, Class B common stock, Class W warrants and Class Z warrants were
listed on the Over-the-Counter bulletin board under the symbols IGPAU, IGPBU,
IGPAA, IGPAB, IGPAW and IGPAZ, respectively.
Our Class
B common stock ceased trading on the Over-the-Counter bulletin board and was
cancelled and converted into a right to receive approximately $5.40 per share
from our trust fund on February 17, 2009. As a result of the cancellation of the
Class B common stock, our Series B units were mandatorily separated from their
associated Class W warrants and then cancelled on February 17,
2009. Our Series A units, common stock, Class W warrants
and Class Z warrants now trade on the Over-the-Counter bulletin board under
the symbols IGPAU, IGPAA, IGPAW and IGPAZ, respectively.
The
following table sets forth, for the calendar quarter indicated, the quarterly
high and low closing sale prices of our securities as reported on the
Over-the-Counter bulletin board in US dollars. The quotations listed below
reflect interdealer prices, without retail markup, markdown or commission and
may not necessarily represent actual transactions.
Common
Stock
|
Class
W
Warrants
|
Class
Z
Warrants
|
Series
A Units
|
|||||||||||||||||||||||||||||
High
|
Low
|
High
|
High
|
High
|
High
|
High
|
High
|
|||||||||||||||||||||||||
2007
|
||||||||||||||||||||||||||||||||
Third
Quarter
|
1.85
|
1.32
|
0.20
|
0.15
|
0.50
|
0.30
|
6.53
|
5.42
|
||||||||||||||||||||||||
Fourth
Quarter
|
1.60
|
0.80
|
0.15
|
0.06
|
0.30
|
0.15
|
5.55
|
2.75
|
||||||||||||||||||||||||
2008
|
||||||||||||||||||||||||||||||||
First
Quarter
|
1.01
|
0.60
|
0.18
|
0.04
|
0.20
|
0.13
|
3.50
|
2.00
|
||||||||||||||||||||||||
Second
Quarter
|
0.60
|
0.18
|
0.05
|
0.01
|
0.14
|
0.01
|
2.00
|
0.62
|
||||||||||||||||||||||||
Third
Quarter
|
1.47
|
0.24
|
0.10
|
0.01
|
0.13
|
0.01
|
3.60
|
0.60
|
||||||||||||||||||||||||
Fourth
Quarter
|
5.00
|
0.75
|
0.01
|
0.002
|
0.04
|
0.01
|
4.00
|
1.05
|
||||||||||||||||||||||||
2009
|
||||||||||||||||||||||||||||||||
First
Quarter
|
5.00
|
5.00
|
0.002
|
0.0007
|
0.01
|
0.01
|
1.05
|
1.05
|
||||||||||||||||||||||||
Second
Quarter
|
5.00
|
5.00
|
0.0007
|
0.0001
|
0.01
|
0.01
|
1.05
|
1.05
|
||||||||||||||||||||||||
Third
Quarter
|
5.00
|
5.00
|
0.0001
|
0.0001
|
0.01
|
0.01
|
1.05
|
0.11
|
||||||||||||||||||||||||
Fourth
Quarter
|
0.30
|
0.05
|
0.0001
|
0.0001
|
N/A
|
N/A
|
0.11
|
0.10
|
||||||||||||||||||||||||
2010
|
||||||||||||||||||||||||||||||||
First
Quarter
|
N/A
|
N/A
|
0.0001
|
0.0001
|
N/A
|
N/A
|
N/A
|
N/A
|
The
trading of our securities, especially our Class W and Class Z warrants, is
limited, and therefore there may not be deemed to be an established public
trading market under guidelines set forth by the SEC. As of July 2,
2010, there were 3 stockholders of record of our common stock, 11 holders of
record of our Class W warrants, 9 holders of record of our Class Z warrants, and
1 holder of record of our Series A units. Such numbers do not include beneficial
owners holding shares, units or warrants through nominee names.
Dividends
We have
not paid any dividends on our units or our common stock to date and do not
intend to pay dividends.
Item
12. Indemnification of Directors and Officers
Section
145 of the DGCL provides that a corporation has the power to indemnify a
director, officer, employee or agent of the corporation and certain other
persons serving at the request of the corporation in related capacities against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by the person in connection with an
action, suit or proceeding to which he or she is or is threatened to be made a
party by reason of such position, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, except that, in the
case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or other adjudicating
court determines that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Our Third
Amended and Restated Certificate of Incorporation provides that we, to the full
extent permitted by Section 145 of the DGCL, as amended from time to time, will
indemnify all persons whom it may indemnify pursuant thereto. Expenses
(including attorneys’ fees) incurred by an officer or director in defending any
civil, criminal, administrative, or investigative action, suit or proceeding for
which such officer or director may be entitled to indemnification under the
Third Amended and Restated Certificate of Incorporation will be paid by us in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it is ultimately determined that he is not entitled to be indemnified
by us as authorized by the Third Amended and Restated Certificate of
Incorporation.
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(b) Reference
is made to the disclosure set forth under Item 5.01 of this Current Report on
Form 8-K with respect to the resignation of Mr. McMahon from the Board and
appointment of Mr. Samuels as the sole director, which is incorporated herein by
reference.
Effective
as of June 30, 2010, J. Patrick McMahon was removed from his positions as the
Chief Executive Officer, President, Chief Financial Officer, Secretary and
Treasurer of the Company.
(c) Effective
as of June 30, 2010, the Board has appointed Craig Samuels to serve as the
President and Chief Executive Officer of the Company and Mitchell Metzman to
serve as the Chief Financial Officer and Secretary of the Company.
Prior to
joining the Company, Craig Samuels, 39, was a private investor and entrepreneur
specialized in micro-cap investing focusing on emerging markets such as
China. In 2000, Mr. Samuels founded LearningElements, Inc., an early
elementary education company, developed innovative, verbally interactive
educational software, curriculum supplements, and teacher professional
development programs and served as chief executive officer for the company until
its acquisition by Plato Learning, Inc. (Nasdaq: TUTR) in 2002. Mr.
Samuels received an A.B. degree in Psychology from Washington University in 1992
and received a J.D. from the University of Miami in 1995.
Prior to
joining the Company, Mitchell A. Metzman, 46, was a private investor, primarily
focusing on small and micro cap public companies both domestically and in
emerging countries in Asia. From June 1991 through July 2000, Mr. Metzman served
as a research analyst and institutional trader for Newby & Company, Inc., a
regional brokerage firm in Rockville, MD specialized in both value and growth
companies. Mr. Metzman received a B.S. degree in Accounting from the Robert H.
Smith School of Business, University of Maryland in 1986. He received his CPA in
the state of Maryland in 1990.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: July
7, 2010
|
ISRAEL
GROWTH PARTNERS ACQUISITION CORP.
|
||
By:
|
/s/ Craig Samuels | ||
Craig
Samuels
|
|||
President
and Chief Executive Officer
|