UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___________)
Spark Networks plc
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(Name of Issuer)
Ordinary Shares, par value 0.01 pound per share
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(Title of Class of Securities)
G8305M109
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(CUSIP Number)
Alon Carmel
269 South Beverly Drive, #1031
Beverly Hills, CA 90212
(310) 666-3900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 1, 2005
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. | |
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-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, as amended ("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. G8305M109
1 Names of Reporting Persons. Alon Carmel
I.R.S. Identification Nos. of above persons (entities only)
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) | |
(b) |X|
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3 SEC Use Only
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4 Source of Funds (See Instructions)
n/a
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) | |
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6 Citizenship or Place of Organization Israel
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7 Sole Voting Power 3,491,648
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Number of 8 Shared Voting Power 0
Shares Bene- -----------------------------------------------------------
9 Sole Dispositive Power 3,491,648
ficially Owned
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,491,648
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |X|
The aggregate amount excludes 8,000 shares held by Mr. Carmel's wife.
In addition, as described in Items 4 and 5 below, the Mr. Carmel may be
deemed to be part of a group with: (i) Great Hill Affiliates (as
defined below); (ii) Shapira (as defined below); (iii) the Tiger Global
Entities (as defined below); (iv) the Criterion Entities (as defined
below); and/or (v) the other Group Members (as defined below), in each
case, pursuant to the terms of respective Share Purchase Agreements (as
defined below). Mr. Carmel does not affirm to be part of a group and
expressly disclaims beneficial ownership of (i) the 6,000,000 Ordinary
Shares, in the aggregate, beneficially owned by the Great Hill
Affiliates; (ii) the 2,856,389 Ordinary Shares, in the aggregate,
beneficially owned by Shapira (as defined below); (iii) the 4,631,085
Ordinary Shares (including global depositary shares representing
Ordinary Shares), in the aggregate, beneficially owned by the Tiger
Global Entities (as defined below); (iv) the 1,844,337 Ordinary Shares
(including global depositary shares representing such Ordinary Shares),
in the aggregate, beneficially owned by the Criterion Entities; and/or
(v) the 15,331,811 Ordinary Shares (including shares underlying options
exercisable in 60 days and global depositary shares representing such
Ordinary Shares), in the aggregate, beneficially owned by the other
Group Members (as defined below). Accordingly, such Ordinary Shares are
not included in the amounts specified by the Mr. Carmel above.
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13 Percent of Class Represented by Amount in Row (11) 11.6%(1)
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2
14 Type of Reporting Person (See Instructions) IN
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(1) Based on 30,209,496 ordinary shares outstanding, which is the number of
shares outstanding as of October 19, 2005, plus 4,000,000 shares issued upon the
exercise of options on December 1, 2005 by Alon Carmel and Joe Shapira, and
consists of (i) 2,941,648 shares held directly by Mr. Carmel, and (ii) 550,000
shares held by the Shapira Children's Trust of which Mr. Carmel is trustee.
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Schedule 13D") relates to the ordinary
shares, par value 0.01 pound per share (the "Ordinary Shares"), of Spark
Networks plc (the "Issuer"), whose principal executive offices are located at
8383 Wilshire Boulevard, Suite 800, Beverly Hills, California 90211.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Alon Carmel. Mr. Carmel's
principal occupation is as an investor. The address of Mr. Carmel is 269 South
Beverly Drive, #103, Beverly Hills, CA 90212.
Mr. Carmel has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. Carmel has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Mr. Carmel has citizenship in Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Although Alon Carmel ("Carmel" or "Mr. Carmel") did not pay any
consideration to acquire Ordinary Shares (other than the exercise of his option
as described below), on December 1, 2005, Mr. Carmel and Great Hill Investors,
LLC, a Massachusetts limited liability company; Great Hill Equity Partners II
Limited Partnership, a Delaware limited partnership; and Great Hill Affiliate
Partners II, L.P., a Delaware limited partnership (collectively, the "Funds")
entered into a share purchase agreement (the "Carmel Share Purchase Agreement")
pursuant to which Mr. Carmel sold an aggregate of 1,250,000 shares to the Funds.
Pursuant to the Carmel Share Purchase Agreement, Mr. Carmel and the Funds agreed
to certain voting arrangements, as more fully described in Item 4 hereof,
pursuant to which Mr. Carmel agreed to, among other things, vote his securities
to elect a director of the Issuer as selected by the Funds and to cooperate with
the Funds in voting to remove or replace such director or to fill a vacancy
caused by the resignation of such director. In addition, the Funds entered into
the Share Purchase Agreements (as defined below) with Shapira, the Tiger Global
Entities and the Criterion Entities (each as defined below) pursuant to which
the Funds acquired an aggregate of 4,750,000 Ordinary Shares (including global
depositary shares representing Ordinary Shares). Affiliates of the Funds include
(i) Great Hill Partners GP II, LLC, a Massachusetts limited liability company;
(ii) Stephen F. Gormley; (iii) Christopher S. Gaffney; and John G. Hayes
(together with the Funds, the "Great Hill Affiliates").
By virtue of the Share Purchase Agreements (as defined below), it could be
alleged that a "group," within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or Rule 13d-5(b)(1)
thereunder, has been formed that includes Mr. Carmel and the Great Hill
Affiliates or includes Mr. Carmel and each or all of the other Group Members (as
defined below). While Mr. Carmel does not concede that any such "group" has been
formed, this filing is being made to ensure compliance with the Exchange Act.
Mr. Carmel expressly disclaims beneficial ownership of Ordinary Shares
beneficially owned by the Great Hill Affiliates and the other Group Members and
does not affirm that any such "group" exists.
A copy of the Carmel Share Purchase Agreement is filed as Exhibit 2 hereto
and is incorporated herein by reference. A copy of the Shapira Share Purchase
Agreement (as defined below) is filed as Exhibit 1 hereto and is incorporated
herein by reference. A copy of the Tiger Share Purchase Agreement (as defined
below) is filed as Exhibit 3 hereto and is incorporated herein by reference. A
copy of the Criterion Share Purchase Agreement (as defined below) is filed as
Exhibit 4 hereto and is incorporated herein by reference. The descriptions
herein of the Share Purchase Agreements are qualified in their entirety by
reference to such agreements.
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ITEM 4. PURPOSE OF TRANSACTION
On December 1, 2005, Alon Carmel and the Funds entered into a share
purchase agreement (the "Carmel Share Purchase Agreement"), pursuant to which
the Funds acquired from Carmel (the "Carmel Purchase") an aggregate of 1,250,000
Ordinary Shares for a purchase price of $4.60 per share, or $5,750,000 in the
aggregate. In connection with the Carmel Share Purchase Agreement, Carmel
exercised an option to purchase 2,000,000 Ordinary Shares (the "Carmel Option")
immediately prior to the Carmel Purchase.
In addition, on December 1, 2005, the Funds and Joe Shapira ("Shapira")
entered into a share purchase agreement (the "Shapira Share Purchase
Agreement"), pursuant to which the Funds acquired from Shapira (the "Shapira
Purchase") an aggregate of 1,250,000 Ordinary Shares for a purchase price of
$4.60 per share, or $5,750,000 in the aggregate. In connection with the Shapira
Share Purchase Agreement, Shapira exercised an option to purchase 2,000,000
Ordinary Shares (the "Shapira Option") immediately prior to the Shapira
Purchase. On December 1, 2005, the Funds, Tiger Global II, L.P. ("TGII"), Tiger
Global, L.P. ("TGLP") and Tiger Global, Ltd. ("TGLTD," and together with TGII
and TGLP, the "Tiger Global Entities") entered into a share purchase agreement
(the "Tiger Share Purchase Agreement"), pursuant to which the Funds acquired
from the Tiger Global Entities an aggregate of 2,000,000 Ordinary Shares for a
purchase price of $5.35 per share, or $10,700,000 in the aggregate. On December
1, 2005, the Funds, Criterion Capital Partners, L.P. ("CCP"), Criterion
Institutional Partners, L.P. ("CIP") and Criterion Capital Partners Ltd. ("CCPL"
and together with CCP and CIP, the "Criterion Entities") entered into a share
purchase agreement (the Carmel "Criterion Share Purchase Agreement"), pursuant
to which the Funds acquired from the Criterion Entities an aggregate of
1,500,000 Ordinary Shares for a purchase price of $5.35 per share, or $8,025,000
in the aggregate. The Shapira Share Purchase Agreement, the Carmel Share
Purchase Agreement, the Tiger Share Purchase Agreement and the Criterion Share
Purchase Agreements are collectively referred to as the "Share Purchase
Agreements." Mr. Carmel was not a party to the Share Purchase Agreements other
than the Carmel Share Purchase Agreement. Shapira, Carmel, the Tiger Global
Entities and the Criterion Entities are collectively referred to as the "Selling
Shareholders."
VOTING ARRANGEMENTS
Pursuant to the terms of the respective Share Purchase Agreements, for so
long as the Funds and their respective affiliates collectively own: (i) in the
case of the Carmel Share Purchase Agreement and the Shapira Share Purchase
Agreement, at least 10% of the outstanding Ordinary Shares (and/or other
depositary shares representing such Ordinary Shares); and (ii) in the case of
the Tiger Share Purchase Agreement and the Criterion Share Purchase Agreement,
at least 5% of the outstanding Ordinary Shares (including Ordinary Shares that
are represented by global depositary shares and any other depositary shares) and
any other shares in the capital of the Issuer entitled to vote on the election
of directors) ("Voting Shares"), each Selling Shareholder, including Mr. Carmel,
agreed that: (x) if at any time any Fund notifies a Selling Shareholder of its
desire and intention to designate a single director on behalf of all of the
Funds (the "Great Hill Director") in advance of any meeting of the Issuer's
shareholders called to vote upon for the election of directors, and at all
adjournments thereof and in all other circumstances upon which a vote, consent
or other approval (including by written consent) is sought with respect to the
election of directors or that is necessary to elect directors of the Issuer,
such Selling Shareholder agreed to consent, vote (or cause to be voted) all of
its any Voting Shares (as defined below) that are owned or held of record by
such Selling Shareholder, or as to which such Selling Shareholder has voting
power or in respect of which such Selling Shareholder can direct, restrict or
control any such voting power (the "Remaining Shares") held at the time such
consent is sought or meeting is held to elect such Great Hill Director; and (y)
if at any time any Fund notifies a Selling Shareholder of its desire and
intention to remove or replace a Great Hill Director or to fill a vacancy caused
by the resignation of a Great Hill Director, such Selling Shareholder agreed to
cooperate in causing the requested removal and/or replacement by voting in the
appropriate manner. Each Selling Shareholder irrevocably granted, and appointed
Michael A. Kumin, and any other person who shall hereafter be designated by the
Funds, as such Selling Shareholder's proxy and attorney (with full power of
substitution), to vote all of such Selling Shareholder's shares held at the time
such consent is sought or meeting is held in any circumstances where a vote,
consent or other approval is sought to elect a Great Hill Director.
In addition, each Selling Shareholder, including Mr. Carmel, agreed not to
enter into or exercise its rights under any voting arrangements with respect to
any Remaining Shares or take any other action, that would in any way restrict,
5
limit or interfere with the performance of its obligations to vote its Remaining
Shares in accordance with the terms of the applicable Share Purchase Agreement.
Pursuant to the terms of the Share Purchase Agreements, no Selling Shareholder
is restricted from selling or otherwise transferring any Remaining Shares or any
interest therein to a third party that is not an affiliate of such Selling
Stockholder or the Issuer or to any affiliate that agrees in writing to be bound
by the terms of the applicable Share Purchase Agreement. The foregoing covenants
and obligations of each Selling Shareholder terminate after a Great Hill
Director (together with any replacements therefore) has served a single, full
term of office of three years, in accordance with the Issuer's articles and
memorandum of association, as in effect on December 1, 2005.
In addition, each Selling Shareholder, including Mr. Carmel, agreed that,
in order to secure the interest of the Funds in the Ordinary Shares purchase
under each applicable Share Purchase Agreement, with effect from December 1,
2005, each Selling Shareholder irrevocably appointed Great Hill Partners, LLC to
be its attorney in its name and on its behalf to exercise all or any of the
voting and other rights, powers and privileges attached to the Ordinary Shares
(or global depositary shares representing Ordinary Shares) registered in its
name. Each Selling Shareholder agreed, following December 1, 2005, not to
exercise all or any of the voting and other rights, powers and privileges
attached to the Ordinary Shares purchase pursuant to the applicable Share
Purchase Agreement that are registered in its name.
Other than the exercise of the Carmel Option, Mr. Carmel did not acquire
any Ordinary Shares in connection with the Carmel Share Purchase Agreement or
Carmel Purchase. Mr. Carmel may acquire or dispose of Ordinary Shares (including
global depositary shares or other depositary shares, in each case, representing
Ordinary Shares) in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Carmel beneficially owns an aggregate of 3,491,648 Ordinary Shares
(including depositary shares representing shares), representing 11.6% of the
outstanding Ordinary Shares, based on 30,209,496 Ordinary Shares outstanding,
which is the number of shares outstanding as of October 19, 2005 plus 4,000,000
shares issued upon the exercise of options on December 1, 2005 by Mr. Shapira
and Alon Carmel.
In addition, by virtue of the Carmel Share Purchase Agreement, it could be
alleged that a "group," within the meaning of Section 13(d)(3) of the Exchange
Act, or Rule 13d-5(b)(1) thereunder, has been formed that includes Mr. Carmel
and the Great Hill Affiliates (the "Great Hill Group"). In addition, by virtue
of the Carmel Share Purchase Agreement, the Shapira Share Purchase Agreement,
the Tiger Share Purchase Agreement and/or the Criterion Share Purchase
Agreement, it could be alleged that a "group" has been formed that includes Mr.
Carmel, the Great Hill Affiliates, Shapira, the Tiger Global Entities and/or the
Criterion Entities (Carmel, the Great Hill Affiliates, Shapira, the Tiger Global
Entities and the Criterion Entities are herein referred to as the "Group
Members"). While Carmel does not concede that any such "group" has been formed,
this filing is being made to ensure compliance with the Exchange Act. Based upon
the number of Ordinary Shares outstanding as of October 19, 2005 and after
giving effect to the exercise of the Carmel Option and Shapira Option: (i) the
Great Hill Group would be deemed to beneficially own, in the aggregate,
9,491,648 Ordinary Shares (including shares underlying options exercisable
within 60 days of the date hereof), representing approximately 31.4% of the
Ordinary Shares and (ii) a group including all Group Members would be deemed to
beneficially own, in the aggregate, 18,269,459 Ordinary Shares (including shares
underlying options exercisable within 60 days of the date hereof and global
depositary shares representing Ordinary Shares), representing approximately
60.3% of the Ordinary Shares. Mr. Carmel does not affirm to be part of a group
and expressly disclaims beneficial ownership of (i) the 6,000,000 Ordinary
Shares, in the aggregate, beneficially owned by the Great Hill Affiliates; (ii)
the 2,856,389 Ordinary Shares, in the aggregate, beneficially owned by Shapira;
(iii) the 4,631,085 Ordinary Shares (including global depositary shares
representing Ordinary Shares), in the aggregate, beneficially owned by the Tiger
Global Entities; (iv) the 1,844,337 Ordinary Shares (including global depositary
shares representing such Ordinary Shares), in the aggregate, beneficially owned
by the Criterion Entities; and/or (v) the 15,331,811 Ordinary Shares (including
global depositary shares representing such Ordinary Shares), in the aggregate,
beneficially owned by the other Group Members.
(b) Mr. Carmel has the power to vote, direct the vote, dispose and direct the
disposition of 3,491,648 Ordinary Shares (including depositary shares
representing shares). In addition, pursuant to, and to the extent set forth in,
the Shapira Share Purchase Agreement, the Tiger Share Purchase Agreement and the
Criterion Share Purchase Agreement, it could be alleged that the Great Hill
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Affiliates share voting and dispositive power with respect to the Ordinary
Shares beneficially owned by Shapira, the Tiger Global Entities and the
Criterion Entities, respectively. To the knowledge of the Mr. Carmel and based
on documents publicly filed by the Group Members, the name, address and
principal occupation/business of each Group Member is as set forth on Exhibit 5
hereto and is incorporated herein by reference. To the knowledge of the Mr.
Carmel and based on documents publicly filed by the Group Members, during the
last five years, no Group Member has been: (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to Federal or State securities laws or finding any
violation with respect to such laws.
(c) Except for the information incorporated by reference herein or in Items 3,
4 and 6, Mr. Carmel has not, and to the knowledge of Mr. Carmel, the other Group
Members have not, effected any transaction relating to the Ordinary Shares
during the past 60 days except for (i) the sale of 150,000 ordinary shares by
Mr. Carmel to an individual on December 1, 2005 at $4.00 per share in a private
transaction; (ii) the sale of 80,700 ordinary shares in the form of Global
Depositary Shares by Mr. Carmel on November 14, 2005 at $6.07 per share in a
public trade on the Frankfurt Stock Exchange and (iii) sales of 237,500 ordinary
shares and 12,500 ordinary shares by Joe Shapira to two individuals,
respectively, on December 1, 2005 at $4.40 per share in two private
transactions.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Reference is made to the description of the Share Purchase Agreements
contained in Item 4, which is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Share Purchase Agreement, dated as of December 1, 2005, by and among
the Funds and Joe Y. Shapira.
Exhibit 2 Share Purchase Agreement, dated as of December 1, 2005, by and among
the Funds and Alon Carmel.
Exhibit 3 Share Purchase Agreement, dated as of December 1, 2005, by and among
the Funds and the Tiger Global Entities.
Exhibit 4 Share Purchase Agreement, dated as of December 1, 2005, by and among
the Funds and the Criterion Entities.
Exhibit 5 Name, address and principal occupation of certain Group Members.
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S I G N A T U R E
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: December 12, 2005 ALON CARMEL
By: /s/ ALON CARMEL
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ALON CARMEL
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EXHIBIT INDEX
Exhibit 1 Share Purchase Agreement, dated as of December 1, 2005, by and
among the Funds and Joe Y. Shapira.
Exhibit 2 Share Purchase Agreement, dated as of December 1, 2005, by and
among the Funds and Alon Carmel.
Exhibit 3 Share Purchase Agreement, dated as of December 1, 2005, by and
among the Funds and the Tiger Global Entities.
Exhibit 4 Share Purchase Agreement, dated as of December 1, 2005, by and
among the Funds and the Criterion Entities.
Exhibit 5 Name, address and principal occupation of certain Group Members.
9