|
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)
|
|
o
|
Rule
13d-1(b)
|
|
x
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
|
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
|
|
(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).
|
|
(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
|
||
|
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
|
|
ORINGTON
HOLDINGS LIMITED
|
||
|
Dated:
October 19, 2010
|
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
|
||
|
ATTENTION
|
||
|
Intentional misstatements or
omissions of fact constitute Federal criminal violations (see 18
U.S.C. 1001).
|
||
|
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
|
|