UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
IncrediMail Ltd.
(Name of Issuer)
Ordinary Shares,
nominal value 0.01 New Israeli Shekels per Share
(Title of Class of
Securities)
M5364E 104
(CUSIP Number)
Yacov Kaufman
c/o IncrediMail Ltd.
4 HaNechoshet Street,
Tel Aviv 69710, Israel
(972-3) 769-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 8, 2008
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box.
o
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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 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. M84116 10 8
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SCHEDULE 13D
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
Ofer Adler
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
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3
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SEC Use Only
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,149,072 Ordinary Shares
(1)
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
2,149,072 Ordinary Shares
(1)
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,149,072 Ordinary Shares
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.38%
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14
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TYPE OF REPORTING PERSON
IN
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(1)
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Includes
options currently exercisable into 12,500 Ordinary Shares.
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CUSIP No. M84116 10 8
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SCHEDULE 13D
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Page 3 of 5 Pages
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Item 1.
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Security and Issuer.
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This
Statement on Schedule 13D (this Statement) relates to the ordinary shares,
nominal value 0.01 New Israeli Shekels per share (the Ordinary Shares), of
IncrediMail Ltd., a company organized under the laws of Israel (the Issuer).
The
address of the principal executive offices of the Issuer is 4 HaNechoshet Street, Tel Aviv
69710, Israel.
Item 2.
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Identity and Background.
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(a)-(f)
This Statement is being filed by Mr. Ofer Adler (the Reporting
Person) with respect to the 2,149,072 Ordinary Shares owned by him and by
Ofer Adler Holdings Ltd. and Ofer Adler Investments (1999) Ltd., each of which
are Israeli companies and wholly owned by the Reporting Person. The Reporting
Persons business address is 4 HaNechoshet Street, Tel Aviv 69710, Israel
and his present principal occupation is Chief Executive Officer and director of
the Issuer. The Reporting Person is an Israeli citizen. During the last five
(5) years he has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation
with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration.
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All
Ordinary Shares presently beneficially owned by the Reporting Person were acquired by the
Reporting Person or his wholly-owned Israeli companies over several years through various
means, including (i) 1,451,167 Ordinary Shares issued for consideration to the Reporting
Person prior to the Issuers initial public offering, (ii) 12,500 exercisable options
to purchase Ordinary Shares that were granted to him by the Issuer; and (iii) 685,405
Ordinary Shares that were purchased by the Reporting Person or his wholly-owned Israeli
companies since the date of his last report in a series of open market transactions ending
December 4, 2008. The aggregate purchase price for such 685,405 Ordinary Shares was
approximately $2,145,317, all of which amount was paid from personal funds.
Item 4.
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Purpose of Transaction.
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The
disclosure under Item 3 hereof is incorporated by reference. The Reporting Person as
described in Item 2 has acquired beneficial ownership of more than 2% of the Ordinary
Shares of the Issuer during the preceding twelve months in open market transactions. Prior
to such subscription the Reporting Person had reported on Schedule 13G beneficial
ownership of Ordinary Shares representing 15.31% of the class outstanding. The Reporting
Person has acquired securities of the Issuer for investment purposes. The Reporting
Person, Mr. Ofer Adler, intends to review his investment in the Issuer and may, based on
such review as well as other factors (including, among other things, his evaluation of the
Issuers business, prospects and financial condition, amounts and prices of available
securities of the Issuer, the market for the Issuer securities, other opportunities
available to Mr. Ofer Adler and general market and economic conditions), acquire
additional securities of the Issuer, on the open market or in privately negotiated
transactions. The Issuers board of directors, and Mr. Ofer Adler as a member of the
board of directors, will determine if and when dividends should be declared and paid in
the future based upon the earnings and financial conditions of the Issuer at the relevant time and such other
factors as the directors may deem relevant. Mr. Ofer Adler reserves the right at any time
to change his present intention with respect to any or all of the matters referred to in
this Item 4, or to dispose of any or all of the securities of the Issuer purchased by him.
CUSIP No. M84116 10 8
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SCHEDULE 13D
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Page 4 of 5 Pages
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Except
as described above in this Item 4, Mr. Ofer Adler does not have any present plans or
proposals requiring disclosure under Item 4(a)-(j) of Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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(a)
The
disclosure under Item 3 above and Items 11 and 13 of the cover page of the Reporting
Person, are incorporated herein by reference. Mr. Ofer Adler beneficially owns
approximately 2,149,072 Ordinary Shares (including 190,000 held by Ofer Adler Holdings
Ltd. and 1,261,167 held by Ofer Adler Investments (1999) Ltd., his wholly-owned
subsidiaries), or 23.38%, of the Companys total number of issued and outstanding
Ordinary Shares.
(b)
The
Reporting Person has sole voting and dispositive control over all of the Ordinary Shares
disclosed in Item 5(a) above.
(c)
Neither
the Reporting Person nor his wholly-owned subsidiaries has effected any transactions in
the shares of the Issuer during the past 60 days.
(d)
Not
applicable.
(e)
Not
applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationship with Respect to Securities
of the Issuer.
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Except
as described above, there are no contracts, arrangements, understandings or relationships
(legal or otherwise), among the persons named in Item 2 hereof, or between such persons
and the other person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any other securities, finders fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7.
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Material to be Filed as Exhibits.
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Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: February 26, 2009
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By: /s/ Ofer Adler
Ofer Adler
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