UNITED STATES

 

SECURITIES AND EXCHANGE
COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.   )*

INTERNATIONAL FIGHT LEAGUE, INC.

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

45951A101

(CUSIP Number)

 

Gareb Shamus

424 West 33rd Street, Suite 650,

New York, NY 10001

(212)-356-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 29, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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 (however, see the Notes).




 

CUSIP No. 45951A101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gareb Shamus

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o Not Applicable

 

 

(b)

 o Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
7,923,700*

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
7,923,700*

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,923,700*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


* Of the 7,923,700 shares held by Mr. Shamus individually, 490,611 (1.4%) are held by Mr. Shamus in the name of GSE, Inc. Mr. Shamus has sole voting and investment control over the securities held by GSE, Inc.

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Item 1.

Security and Issuer

This statement on Schedule 13D (the “Schedule 13D”) relates to shares of common stock, par value $.01 per share (the “Common Stock”), of International Fight League, Inc., a Delaware corporation formerly known as Paligent, Inc. (the “Company”).  The principal executive offices of the Company are located at 424 West 33rd Street, Suite 650, New York, New York 10001.

 

Prior to November 29, 2006, the Company was known as Paligent Inc., a Delaware corporation.  On November 29, 2006, the Company acquired International Fight League, Inc., a privately held Delaware corporation (“Old IFL”), pursuant to an agreement and plan of merger, dated as of August 25, 2006, as amended (the “Merger Agreement”), by and among the Company, IFL Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Old IFL, providing for the merger of Merger Sub and Old IFL, with Old IFL being the surviving corporation and becoming our wholly-owned subsidiary (the “Merger”).  Immediately following the Merger, the Company changed its name to International Fight League, Inc., Old IFL changed its name to IFL Corp., and we began operating Old IFL’s business of organizing and promoting a mixed martial arts sports league.

 

 

Item 2.

Identity and Background

This Schedule 13D is being filed by Gareb Shamus.  Mr. Shamus’s principal occupation is President, Chief Executive Officer and Chairman of the Board of Directors of the Company.  Mr. Shamus’ business address and the Company’s principal business address is 424 West 33rd Street, Suite 650, New York, New York 10001.  Mr. Shamus is a citizen of the United States.

 

During the past five years, Mr. Shamus has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the past five years, Mr. Shamus has not been a 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, federal or state securities laws or finding any violation with respect to such laws.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Mr. Shamus acquired 7,923,700 shares of Common Stock on November 29, 2006, as part of the Merger, of which 490,611 shares of Common Stock is held by GSE, Inc., in exchange for his 7,200,000 shares of Old IFL common stock, and 475,226 shares of Old IFL Series A Preferred Stock held by GSE, Inc.

 

 

Item 4.

Purpose of Transaction

Pursuant to the Merger Agreement, attached hereto as Exhibit 1, the Company issued 1.032373 shares of Common Stock in the Merger in exchange for each issued and outstanding share of Old IFL common stock and share of Old IFL Series A Preferred Stock.  Mr. Shamus received 7,923,700 shares of Common Stock in the Merger in exchange for his shares of Old IFL common stock, of which 490,611 shares were received by GSE, Inc. in exchange for its shares of Old IFL Series A Preferred Stock held by GSE, Inc.

 

Mr. Shamus does not have any present plans or intentions which would result in or relate to any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except that on December 5, 2006, the Company reported that its board of directors intends to appoint additional members in order that a majority of the Company’s directors will be considered to be independent in accordance with the independent director requirements of one of the national securities exchanges.  Mr. Shamus is a member of the Company’s board of directors.

 

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Item 5.

Interest in Securities of the Issuer

(a)-(b)   Following the Merger and the conversion into shares of Common Stock of certain Company indebtedness held by one of the members of its board of directors, there were 34,124,448 shares of Common Stock issued and outstanding on November 29, 2006.  Mr. Shamus has the power to vote and direct the disposition of 7,923,700 shares, of which 490,611 (1.4%) shares of Common Stock are held through his beneficial ownership of GSE, Inc.  Mr. Shamus has sole voting and investment control over the securities held by GSE, Inc.  For the purposes of Reg. Section 240.13d-3 Mr. Shamus is deemed to beneficially own 23.2%, of the issued and outstanding shares of Common Stock.

 

(c)         The only transactions effected by Mr. Shamus in shares of Common Stock or securities convertible into, exercisable for or exchangeable for Common Stock, during the sixty days prior to November 29, 2006 are described in Item 3 of this Schedule 13D.

 

(d)         Except as described in this Schedule 13D, no other shares of Common Stock are owned, beneficially or otherwise, by Mr. Shamus.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Issuer between Mr. Shamus and any other individual or entity.  No other person is known by Mr. Shamus to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Mr. Shamus.

 

 

Item 7.

Material to Be Filed as Exhibits

           1.

Agreement and Plan of Merger, among the Company, IFL Corp., and International Fight League, Inc., dated as of August 25, 2006 (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K, filed on August 31, 2006).

r

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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.

 

December 11, 2006

 

Date

 


/s/ Gareb Shamus

 

Signature

 


Gareb Shamus

 

Name/Title

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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