UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons 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 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).
CUSIP No. |
45951A101 |
13G | Page | 2 |
of | 7 |
Pages |
1 | NAME OF REPORTING PERSON EagleRock Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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04-2693383 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 7,106,076 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 7,106,076 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
7,106,076 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.0% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON* | ||||
00 |
CUSIP No. |
45951A101 |
13G | Page | 3 |
of | 7 |
Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nader Tavakoli |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 7,807,076 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | |||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 7,807,076 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
7,807,076 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.9% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
Item 1(a)
|
Name of Issuer: | |
International Fight League, Inc. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices: | |
424 West 33rd Street Suite 650 New York, NY 10001 |
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Items 2(a)
|
Name of Person Filing: | |
EagleRock Capital Management, LLC and Nader Tavakoli. | ||
Item 2(b)
|
Address of Principal Business Office: | |
24 West 40th St., 10th Floor New York, NY 10018 |
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Item 2(c)
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Citizenship: | |
EagleRock Capital is a limited liability company organized under the laws of the state of Delaware. Nader Tavakoli is the Manager of EagleRock Capital and is a United States citizen. | ||
Item 2(d)
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Title of Class of Securities: | |
Common Stock, par value $.01 per share | ||
Item 2(e)
|
CUSIP Number: | |
45951A101 | ||
Item 3
|
Not Applicable | |
Item 4
|
Ownership: | |
The percentages used herein are calculated based upon the 79,058,509 shares of Common Stock which the Issuer reported outstanding as of |
Page 4 of 7
December 18, 2007 on the Issuers Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 20, 2007. | ||
As of the close of business on December 31, 2007: | ||
1. EagleRock Capital Management, LLC | ||
(a) Amount beneficially owned: 7,106,076 | ||
(b) Percent of class: 9.0% | ||
(c)(i) Sole power to vote or direct the vote: 7,106,076 | ||
(ii) Shared power to vote or direct the vote: -0- | ||
(iii) Sole power to dispose or direct the disposition: 7,106,076 | ||
(iv) Shared power to dispose or direct the disposition: -0- | ||
2. Nader Tavakoli | ||
(a) Amount beneficially owned: 7,807,076 | ||
(b) Percent of class: 9.9% | ||
(c)(i) Sole power to vote or direct the vote: 7,807,076 | ||
(ii) Shared power to vote or direct the vote: -0- | ||
(iii) Sole power to dispose or direct the disposition: 7,807,076 | ||
(iv) Shared power to dispose or direct the disposition: -0- | ||
This Schedule 13G relates to Common Stock beneficially owned by Nader Tavakoli and EagleRock Capital Management, LLC (EagleRock Capital). Eaglerock Capital is the investment manager of EagleRock Master Fund, LP (ERMF), a limited partnership existing under the laws of the Cayman Islands, and EagleRock Institutional Partners, LP (ERIP), a Delaware limited partnership. Mr. Tavakoli, is the manager of EagleRock Capital and therefore controls its investment decisions. ERMF holds 2,660,902 shares of Common Stock, 2,416,000 of which were received pursuant to a private placement and are subject to certain transfer restrictions. ERIP holds 4,445,174 shares of Common Stock, 4,168,000 of which were received pursuant to a private placement and are subject to certain transfer restrictions. As the investment manager of ERMF and ERIP, EagleRock Capital has the sole power to vote and dispose of the share of Common Stock held by ERMF and ERIP. As the principal of EagleRock Capital, Mr. Tavakoli may direct the vote and disposition of the shares of Common Stock held by ERMF and ERIP as well as the 701,000 shares of Common Stock held by Mr. Tavakoli individually, 616,000 of which were received pursuant to a private placement and are subject to certain transfer restrictions. | ||
The filing of this amendment to Schedule 13G shall not be construed as an admission that EagleRock Capital or Mr. Tavakoli is for the purposes of Section 13(d) or 13(g) of the Securities Act of 1934, the beneficial |
Page 5 of 7
owner of any of the shares of Common Stock held by ERMF or ERIP. Pursuant to Rule 13d-4, each of EagleRock and Mr. Tavakoli disclaim all such beneficial ownership. | ||
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
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: | |
Not Applicable | ||
Item 8
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Identification and Classification of Members of the Group: | |
Not Applicable | ||
Item 9
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Notice of Dissolution of Group: | |
Not Applicable | ||
Item 10
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Certification: |
Exhibit
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99.1 Joint Filing Agreement dated February 14, 2008 between EagleRock Capital Management, LLC and Nader Tavakoli. |
Page 6 of 7
By: | ||||
Name: | Nader Tavakoli | |||
Title: | Managing Member | |||
NADER TAVAKOLI |
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Page 7 of 7