RADCOM LTD — Major Shareholding Notification 2010

Oct 19, 2010

SC 13G 1 v199347_sc13g.htm Unassociated Document Licensed to: vf Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G *

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. __)

| Radcom
Ltd. |
| --- |
| (Name
of Issuer) |

| Ordinary
Shares, par value NIS 0.01 per share |
| --- |
| (Title
of Class of Securities) |

| M8186511
1 |
| --- |
| (CUSIP
Number) |

| October
12, 2010 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 (however, see the Notes ).

CUSIP No. M8186511 1 Page 1 of 6 Pages

| 1. | NAMES
OF REPORTING PERSONS Orington
Holdings Limited | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Gibraltar | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 389,864 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER 389,864 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 389,864 | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions) o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4% | |
| 12. | TYPE
OF REPORTING PERSON (See Instructions) CO | |

CUSIP No. M8186511 1 Page 2 of 6 Pages

| 1. | NAMES
OF REPORTING PERSONS Finsbury
Holdings Limited | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) o (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Gibraltar | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 389,864 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER 389,864 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 389,864 | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions) o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4% | |
| 12. | TYPE
OF REPORTING PERSON (See Instructions) CO | |

CUSIP No. M8186511 1 Page 3 of 6 Pages

| Item
1(a). | Name
of Issuer: Radcom
Ltd. |
| --- | --- |
| Item
1(b). | Address of Issuer’s Principal
Executive Offices : 24
Raoul Wallenberg Street Tel
Aviv 69719, Israel |
| Item
2(a). | Name
of Person Filing: Orington
Holdings Limited ("Orington") and its sole shareholder Finsbury Holdings
Limited ("Finsbury, and together with Orington, the "Reporting Persons")
are filing this Schedule 13G jointly in accordance with Rule 13d-1(k) of
the Act. |
| Item
2(b). | Address
of Principal Business Office or, if none, Residence: 50
Town Range Suites
7b & 8b Gibraltar |
| Item
2(c). | Citizenship: Gibraltar |

Item 2(d). Title of Class of Securities: Ordinary Shares, par value NIS 0.20 per share (the "Ordinary Shares")

Item 2(e). CUSIP Number: M8186511 1

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

| (a) | o | Broker
or dealer registered under Section 15 of the Act; |
| --- | --- | --- |
| (b) | o | Bank
as defined in Section 3(a)(6) of the Act; |
| (c) | o | Insurance
company as defined in Section 3(a)(19) of the Act; |
| (d) | o | Investment
company registered under Section 8 of the Investment Company Act of
1940; |
| (e) | o | An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |

CUSIP No. M8186511 1 Page 4 of 6 Pages

| (g) | o | A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3); |
| (j) | o | A
non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J); |
| (k) | o | Group,
in accordance with Rule
13d-1(b)(1)(ii)(K). |

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount
beneficially owned: 389,864*
Ordinary Shares | |
| --- | --- | --- |
| (b) | Percent
of class: 6.41% (based
on 5,980,821 outstanding Ordinary Shares of the Issuer as of October 12,
2010 (based on information provided by the Issuer)) | |
| (c) | Number
of shares as to which the person has: | |
| | (i) | Sole
power to vote or to direct the vote 0 |
| | (ii) | Shared
power to vote or to direct the vote 389,864 |
| | (iii) | Sole
power to dispose or to direct the disposition of 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of 389,864 |

*Includes (A) 292,398 Ordinary Shares and (B) warrants to acquire 97,466 Ordinary Shares which are exercisable within 60 days of October 12, 2010. Such Ordinary Shares are held directly by Orington, which is controlled by its sole shareholder, Finsbury.

| 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. |
| If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required. | |

CUSIP No. M8186511 1 Page 5 of 6 Pages

| Other
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the
Shares. Such interest does not, with respect to any person,
relate to more than 5 percent of the Ordinary Shares
outstanding. | |
| --- | --- |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person. |
| If
a parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control person has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant
subsidiary. | |
| Not
applicable. | |
| Item
8. | Identification
and Classification of Members of the Group. |
| If
a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identity of each member of the group. | |
| Not
applicable. | |
| Item
9. | Notice
of Dissolution of Group. |
| Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. ( See Item
5.) | |
| Not
applicable. | |
| Item
10. | Certifications. |
| 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 that purpose
or effect. | |

CUSIP No. M8186511 1 Page 6 of 6 Pages

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.

| Dated:
October 19, 2010 | ORINGTON
HOLDINGS LIMITED — By: | /s/
Maurice Albert Perera |
| --- | --- | --- |
| | | Name:
Maurice Albert Perera |
| | | Title:
Alternate Director |
| | FINSBURY
HOLDINGS LIMITED | |
| Dated:
October 19, 2010 | By: | /s/
William Cid de La Paz |
| | | Name:
William Cid de La Paz |
| | | Title:
Director of Finsbury Corporate Services Ltd, director of
Finsbury Holdings Ltd |

| |
| --- |
| Intentional misstatements or
omissions of fact constitute Federal criminal violations ( see 18
U.S.C. 1001 ). |

EXHIBIT 1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

| Date:
October 19, 2010 | |
| --- | --- |
| ORINGTON
HOLDINGS LIMITED | |
| By: | /s/
Maurice Albert Perera |
| Name: | Maurice
Albert Perera |
| Title: | Alternate
Director |
| FINSBURY
HOLDINGS LIMITED | |
| By: | /s/
William Cid de La Paz |
| Name: | William
Cid de La Paz |
| Title: | Director
of Finsbury Corporate Services Ltd, director of Finsbury Holdings
Ltd |