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Spark Networks SECURITIES AND EXCHANGE COMMISSION FORM 10-12G/A Initial general form for registration of a class of securities pursuant to Section 12(g) [amend] Filing Date: 2006-02-08 SEC Accession No. 0000950129-06-001187 (HTML Version on secdatabase.com) FILER SPARK NETWORKS PLC Mailing Address Business Address 8383 WILSHIRE BOULEVARD 8383 WILSHIRE BOULEVARD CIK:1314475| IRS No.: 980200628 | State of Incorp.:X0 | Fiscal Year End: 1231 SUITE 800 SUITE 800 Type: 10-12G/A | Act: 34 | File No.: 000-51195 | Film No.: 06590063 BEVERLY HILLS CA 90211 BEVERLY HILLS CA 90211 SIC: 7389 Business services, nec 323-836-3000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Spark Networks plc (Exact name of Registrant specified in its charter) England and Wales 98-0200628 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 8383 Wilshire Boulevard, Suite 800 Beverly Hills, California 90211 (Address, including zip code, of principal executive office) (323) 836-3000 (Registrants telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Ordinary Shares, Par value 1p per share Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Item 1. Business 1 Item 2. Financial Information 1 Item 3. Properties 1 Item 4. Security Ownership of Certain Beneficial Owners and Management 1 Item 5. Directors and Executive Officers 3 Item 6. Executive Compensation 3 Item 7. Certain Relationships and Related Transactions 3 Item 8. Legal Proceedings 3 Item 9. Market Price of and Dividends on the Registrants Common Equity and Related Shareholder Matters 3 Item 10. Recent Sales of Unregistered Securities 3 Item 11. Description of Registrants Securities 3 Item 12. Indemnification of Directors and Officers 16 Item 13. Financial Statements and Supplementary Data 16 Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16 Item 15. Financial Statements and Exhibits 16 Exhibit 99.1 This registration statement contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this registration statement, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as believes, expects, anticipates, intends, estimates, may, will, continue, should, plan, predict, potential or the negative of these terms or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in these forward-looking statements, which are subject to a number of risks, uncertainties and assumptions described in Item 1. BusinessRisk Factors section and elsewhere in this registration statement. i Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Item 1. Business The information required by this item is contained under the sections Prospectus Summary, Risk Factors, Business, Cautionary Statement Regarding Forward-Looking Statements and Where You Can Find More Information of the sixth amendment to the registration statement on Form S-1 (File No. 333-123228) filed as an exhibit hereto (the Registration Statement). Those sections are incorporated herein by reference. Item 2. Financial Information The information required by this item is contained under the sections Selected Consolidated Financial Information, Pro Forma Combined Financial Data and Managements Discussion and Analysis of Financial Condition and Results of Operations of the Registration Statement. Those sections are incorporated herein by reference. Item 3. Properties The information required by this item is contained under the section BusinessFacilities of the Registration Statement. That section is incorporated herein by reference. Item 4. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our ordinary shares, as of December 6, 2005, for: each person or entity who we know beneficially owns more than 5% of our ordinary shares; each Named Executive Officer and each director; and all of our executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. The number of shares of ordinary shares outstanding, on an as-converted basis, used in calculating the percentage for each listed shareholder includes ordinary shares underlying options or a warrant held by the shareholder, all of which are being registered in this registration statement, but excludes ordinary shares underlying options or warrants held by any other person or entity. In addition, the number of each shareholders ordinary shares underlying warrants and options that are exercisable within 60 days of December 6, 2005 is set forth below. Percentage of beneficial ownership is based on 30,238,996 ordinary shares outstanding as of December 6, 2005. Unless otherwise indicated, the address of each beneficial owner is c/o: Spark Networks plc, 8383 Wilshire Blvd., Suite 800, Beverly Hills, California 90211. Number of Percentage Name of Beneficial Owner Shares of Shares 5% stockholders: Great Hill Investors, LLC (1) 6,000,000 19.8% Tiger Global Management, L.L.C. (2) 4,631,085 15.3 Alon Carmel (3) 3,499,648 11.6 Capital Research and Management Company (4) 2,505,000 8.3 Criterion Capital Management LLC (5) 1,841,337 6.1 FM Fund Management Limited (6) 2,201,890 7.1 Named Executive Officers and Directors: David E. Siminoff (7) 2,124,500 6.7 Joe Y. Shapira (8) 3,012,639 9.9 Gregory R. Liberman (9) 262,500 * Mark Thompson (10) 250,000 * Philip Nelson (11) 250,000 * 1 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Number of Percentage Name of Beneficial Owner Shares of Shares Scott Shleifer (12) * Michael Brown (13) 80,000 * Benjamin Derhy (14) 80,000 * Laura Lauder (15) 180,000 * Martial Chaillet (16) 200,000 * All directors and executives as a group (13 persons) (17) 6,439,639 19.6% * Less than 1%. Consists of 68,862 shares held by Great Hill Investors, LLC (GHI); 5,713,465 shares held by Great Hill Equity Partners II, Limited Partnership (GHEP II); and 217,673 shares held by Great Hill Affiliate Partners II, L.P. (GHAP II, and together GHI and GHEP II, the Funds). Each Fund is an investment fund, principally engaged in the business of making private equity and other investments. (1) Great Hill Partners GP II, LLC (GPII, and together with the Funds, the Great Hill Entities) is the sole general partner of GHEP II and GHAP II. Stephen F. Gormley, Christopher S. Gaffney and John G. Hayes (collectively, the Controlling Persons) are the managers of GPII and GHI. The principal business office of the Funds, GPII and the Controlling Persons is c/o Great Hill Partners, LLC, One Liberty Square, Boston, Massachusetts 02109. Consists of 3,649,746 shares held by Tiger Global, L.P.; 892,576 shares held by Tiger Global, Ltd.; and 88,763 shares held by Tiger Global II, L.P. Each entity has sole voting power over the shares it holds; Tiger Global Management, L.L.C. is the investment manager of Tiger Global, L.P., Tiger Global, Ltd. and Tiger Global II, L.P. and it has shared investment power over the 4,631,085 shares; Charles P. Coleman III is the sole managing member of the Tiger Global Management, L.L.C. Tiger Global Performance, L.L.C. is the sole (2) general partner of Tiger Global, L.P.; Charles P. Coleman III is the sole managing member of the general partner of Tiger Global, L.P.; Tiger Global Performance, L.L.C. is the sole general partner of Tiger Global II, L.P.; Charles P. Coleman III is the sole managing member of Tiger Global II, L.P. The address for Tiger Global Management, L.L.C., Tiger Global, L.P. and Tiger Global II, L.P. is 101 Park Avenue, 48th Floor, New York, New York 10178. The address for Tiger Global, Ltd. is c/o Ironshore Corporate Services Limited, Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand Cayman, Cayman Islands. Includes (i) 8,000 shares held by his spouse and (ii) 550,000 shares held by the Shapira Childrens Trust of which Mr. Carmel is the (3) trustee. Capital Research and Management Company, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 2,505,000 shares as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital Research and Management Company has sole dispositive power over these shares. Included in the holdings of Capital Research and Management Company is the holding of (4) SMALLCAP World Fund, Inc., an investment company registered under the Investment Company Act of 1940, which is advised by Capital Research and Management Company.
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