india13ga-021610.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.
1)*
India Globalization Capital,
Inc.
(Name of
Issuer)
Common Stock, par value
$.0001
(Title of
Class of Securities)
45408X100
(CUSIP
Number)
December 31,
2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule
13d-1(b)
[x] Rule
13d-1(c)
[
] 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
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).
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Sage
Master Investments Ltd.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
1,067,300
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
1,067,300
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,300
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Sage
Opportunity Fund (QP), L.P.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
1,067,300
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
1,067,300
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,300
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Sage
Asset Management, L.P.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
1,067,300
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
1,067,300
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,300
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
1,067,300
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
1,067,300
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,300
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
1,067,300
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
1,067,300
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,300
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
1,067,300
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
1,067,300
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,300
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
Amendment No. 1 is filed with respect to the shares of the common stock, having
$.0001 par value (the “Common Stock”), of India Globalization Capital, Inc.
(“Issuer”), beneficially owned by the Reporting Persons (as defined below) as of
December 31, 2009 and amends and supplements the Schedule 13G filed on May 29,
2009 (collectively, the “Schedule 13G”). Except as set forth herein,
the Schedule 13G is unmodified.
The names
of the persons filing this statement on Schedule 13G are: Sage Master
Investments Ltd., a Cayman Islands exempted company ("Sage Master"), Sage
Opportunity Fund (QP), L.P., a Delaware limited partnership (“QP Fund”), Sage
Asset Management, L.P., a Delaware limited partnership ("SAM"), Sage Asset Inc.,
a Delaware corporation (“Sage Inc.”), Barry G. Haimes and Katherine R. Hensel
(collectively, the "Reporting Persons").
|
|
(a)
|
Amount
beneficially owned:
|
|
|
Sage
Master owns 1,067,300 shares of Common
Stock.
|
QP Fund,
solely in its capacity as the controlling shareholder of Sage Master,
beneficially owns the 1,067,300 shares of Common Stock owned by Sage
Master.
|
|
SAM,
solely in its capacity as investment manager of Sage Master, beneficially
owns the 1,067,300 shares of Common Stock owned by Sage
Master.
|
|
|
Sage
Inc., solely in its capacity as the general partner of SAM, beneficially
owns the 1,067,300 shares of Common Stock owned by Sage
Master.
|
|
|
Mr.
Haimes, solely in his capacity as a controlling person of Sage Inc.,
beneficially owns 1,067,300 shares of Common
Stock.
|
|
|
Ms.
Hensel, solely in her capacity as a controlling person of Sage Inc.,
beneficially owns 1,067,300 shares of Common
Stock.
|
Collectively,
the Reporting Persons beneficially own 1,067,300 shares of Common
Stock.
Each
Reporting Person's beneficial ownership of 1,067,300 shares of Common Stock
constitutes 8.3% of all of the outstanding shares of Common Stock.
The
Reporting Persons' aggregate beneficial ownership of 1,067,300 shares of Common
Stock constitutes 8.3% of all of the outstanding shares of Common
Stock.
|
|
(c)
|
Number
of shares as to which such person
has:
|
(i) Sole
power to vote or to direct the vote
Not
applicable.
(ii) Shared
power to vote or to direct the vote
Sage
Master has shared power with QP Fund, SAM, Sage Inc., Mr. Haimes and Ms. Hensel
to vote or direct the vote of 1,067,300 shares of Common Stock.
(iii) Sole
power to dispose or to direct the disposition of
Not
applicable.
(iv) Shared
power to dispose or to direct the disposition of
Sage
Master has shared power with QP Fund, SAM, Sage Inc., Mr. Haimes and Ms. Hensel
to dispose or direct the disposition of 1,067,300 shares of Common
Stock.
By
signing below the undersigned certifies that, to the best of its 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.
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February
16, 2010
SAGE MASTER INVESTMENTS
LTD.
By: /s/ Katherine R. Hensel
Katherine
R. Hensel
Director
SAGE OPPORTUNITY FUND (QP),
L.P.
By: Sage
Asset Management, L.P., as General Partner
By: Sage
Asset Inc., as General Partner
By: /s/ Barry G. Haimes
Barry
G. Haimes
President
SAGE ASSET MANAGEMENT,
L.P.
By: Sage
Asset Inc., as General Partner
By: /s/ Barry G. Haimes
Barry
G. Haimes
President
SAGE
ASSET INC.
By: /s/ Barry G. Haimes
Barry
G. Haimes
President
/s/ Barry G. Haimes
Barry
G. Haimes
/s/ Katherine R. Hensel
Katherine
R. Hensel