UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ebix.com, Inc.
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(Name of Issuer)
Common Stock $.10 par value
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(Title of Class of Securities)
278715 10 7
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(CUSIP Number)
Peter Goddard
Company Secretary
Brit Insurance Holdings Plc
55 Bishopsgate
London EC2N 3AS
United Kingdom
(tel: 011-44-20-7984-8741)
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(Name, Address and Telephone Number of Person Authorised to
Receive Notices of Communications)
March 17, 2009
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(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 ss. 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 ss. 240.13d-7(b) 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP No. 278715 10 7 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brit Insurance Holdings PLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instruction)
WC
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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
UNITED KINGDOM
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7 SOLE VOTING POWER
NUMBER OF SHARES 785,089
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH None
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9 SOLE DISPOSITIVE POWER
785,089
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,089
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.87%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO/ HC
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CUSIP No. 278715 10 7 13D Page 3 of 5 Pages
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ITEM 1 SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of the common stock, $0.10 par
value ("Common Stock") of ebix.com, Inc. ("ebix"), a Delaware corporation. The
principal offices of ebix are located at 5 Concourse Parkway, Suite 3200,
Atlanta, Georgia.
ITEM 2 IDENTITY AND BACKGROUND
This statement is being filed by Brit Insurance Holdings PLC ("Brit"), a company
organised under the laws of England. Brit is a holding company with its
principal office located at 55 Bishopsgate, London EC2N 3AS, United Kingdom.
During the past five years, Brit has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding or a judicial or administrative body of competent jurisdiction
as a result of which such person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Funds for Brit's open market transactions, all well as its original purchases of
ebix Common Stock directly from the issuer, come from its working capital and
not through borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
In the past 60 days, Brit has sold 200,400 shares of ebix Common Stock in open
market transactions for investment purposes. Brit acquired its primary
beneficial ownership interest in April and June 2001 through a purchase of
6,944,000 ebix shares of Common Stock in a private transaction exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act"). The purpose of the original acquisition of ebix Common Stock was to
obtain an equity interest in ebix for investment purposes, as well as to help
position Brit to pursue strategic relationships with ebix, particularly in the
area of e-commerce.
Ebix has registered the ebix shares issued by it to Brit with the Securities &
Exchange Commission pursuant to a Registration Rights Agreement dated April 20,
2001. Pursuant to the Registration Rights Agreement, ebix has effected a
registration Securities Act of shares ebix Common Stock held by Brit in order
that such shares can be offered or sold on a continued or delayed basis. Brit
has effected a number of sales as notified on earlier amendments to this form.
Brit has the right, so long as it maintains beneficial ownership of at least 20%
of the ebix share capital, to appoint two members to the ebix Board of
Directors. During any period that it has less than 20% but higher than 10%
beneficial ownership, Brit will have the right, to appoint one member to the
ebix Board of Directors. Brit may exercise its right to designate directors
prior to the 2002 annual shareholders' meeting; if it does, it is expected that
the ebix Board of Directors would amend its bylaws to expand the size of the
Board and would then appoint the designees to fill the vacancies.
Brit may, subject to market conditions and the interests of the company,
purchase additional Common Stock of ebix in the open market.
Brit has agreed not to acquire 49% or more of ebix common stock without approval
of the ebix Board of Directors.
As at the date of this filing Brit owns less than 10% of the ebix common stock
and is now a passive investor.
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CUSIP No. 278715 10 7 13D Page 4 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
In the past sixty days, Brit has sold 200,400 shares of ebix Common Stock in
open market broker transactions, decreasing its beneficial ownership to a total
of 785,089 shares. The total holding in ebix by Brit is approximately 7.87% of
the outstanding number of shares of ebix Common Stock. Brit has the sole power
to vote and dispose of all such shares.
No other persons are known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of the ebix Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No documents are required to be described under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No documents are required to be filed as exhibits to this Schedule 13D.
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.
March 19, 2009 /s/
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Date Dane Douetil, Director
/s/
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Matthew Scales, Director
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CUSIP No. 278715 10 7 13D Page 5 of 5 Pages
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)