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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Information Services Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45675Y104
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
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 the disclosures provided in a prior cover page.
The information required in 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. 45675Y104 |
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1. |
Names of Reporting Persons |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 45675Y104 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 45675Y104 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 45675Y104 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 45675Y104 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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Item 1.
(a) Name of Issuer:
Information Services Group, Inc.
(b) Address of Issuers Principal Executive Offices
Four Stamford Plaza
107 Elm Street
Stamford, CT 06902
Item 2.
(a) Name of Person Filing
(1) Oenoke Partners, LLC
(2) Michael P. Connors
(3) Frank D. Martell
(4) Earl H. Doppelt
(5) Richard G. Gould
(b) Address of Principal Business Office or, if none, Residence
Four Stamford Plaza
107 Elm Street
Stamford, CT 06902
(c) Citizenship
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(1) Oenoke Partners, LLC |
Delaware |
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(2) Michael P. Connors |
United States |
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(3) Frank D. Martell |
United States |
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(4) Earl H. Doppelt |
United States |
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(5) Richard G. Gould |
United States |
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
45675Y104
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
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Item 4. |
Ownership |
Each of Michael P. Connors, Frank Martell, Earl H. Doppelt and Richard G. Gould are members of Oenoke Partners, LLC (Oenoke) and own twenty-five percent of the outstanding membership interests. Mr. Connors has beneficial ownership of the remaining seventy-five percent of outstanding membership interests as a result of being the managing member of Oenoke and controlling the vote of the ISG common stock held by Oenoke. Each of Mr. Martell, Mr. Doppelt and Mr. Gould has beneficial ownership of the remaining seventy-five percent of outstanding membership interests as a result of having approval rights with respect to a sale of all or substantially all of the assets of Oenoke.
(a) Amount Beneficially Owned:
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(1) Oenoke Partners, LLC |
13,910,937 |
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(2) Michael P. Connors |
13,910,937 |
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(3) Frank D. Martell |
13,910,937 |
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(4) Earl H. Doppelt |
13,910,937 |
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(5) Richard G. Gould |
13,910,937 |
Includes 7,410,937 shares of common stock and 6,500,000 shares of common stock underlying warrants issued to Oenoke in a private placement prior to the initial public offering (IPO). These warrants are currently exercisable and therefore, the underlying common stock is deemed to be beneficially owned.
(b) Percent of Class:
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(1) Oenoke Partners, LLC |
19.12% |
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(2) Michael P. Connors |
19.12% |
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(3) Frank D. Martell |
19.12% |
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(4) Earl H. Doppelt |
19.12% |
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(5) Richard G. Gould |
19.12% |
Based on 72,744,361 shares outstanding, which assumes (i) the exercise of 32,066,150 outstanding warrants issued in the IPO, (ii) the exercise of 6,500,000 outstanding warrants issued in a private placement to Oenoke prior to the IPO and (iii) the exercise of the underwriters unit purchase option for 1,406,250 units each consisting of one share of ISG common stock and one warrant exercisable into a share of ISG common stock at an exercise price of $7.50 per share.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
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(1) Oenoke Partners, LLC |
13,910,937 |
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(2) Michael P. Connors |
13,910,937 |
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(3) Frank D. Martell |
0 |
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(4) Earl H. Doppelt |
0 |
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(5) Richard G. Gould |
0 |
(ii) Shared power to vote or to direct the vote:
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(1) Oenoke Partners, LLC |
0 |
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(2) Michael P. Connors |
0 |
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(3) Frank D. Martell |
0 |
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(4) Earl H. Doppelt |
0 |
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(5) Richard G. Gould |
0 |
(iii) Sole power to dispose or to direct the disposition of:
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(1) Oenoke Partners, LLC |
13,910,937 |
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(2) Michael P. Connors |
0 |
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(3) Frank D. Martell |
0 |
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(4) Earl H. Doppelt |
0 |
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(5) Richard G. Gould |
0 |
(iv) Shared power to dispose or to direct the disposition of:
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(1) Oenoke Partners, LLC |
0 |
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(2) Michael P. Connors |
13,910,937 |
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(3) Frank D. Martell |
13,910,937 |
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(4) Earl H. Doppelt |
13,910,937 |
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(5) Richard G. Gould |
13,910,937 |
Item 5 |
Ownership of Five Percent or Less of a Class |
Not Applicable
Item 6 |
Ownership of More than Five Percent on Behalf of Another Person |
The members of Oenoke have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of common stock held by Oenoke in accordance with their membership interests in Oenoke.
Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
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Item 8. |
Identification and Classification of Members of the Group |
Not Applicable
Item 9. |
Notice of Dissolution of a Group |
Not Applicable
Item 10. |
Certification |
Not Applicable
Exhibits
Exhibit 1 Joint Filing Agreement by and among the reporting persons.
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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.
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February 6, 2008 |
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Date |
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Oenoke Partners, LLC |
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By: |
/s/ Michael P. Connors |
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Name: |
Michael P. Connors |
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Title: |
Managing Member |
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/s/ Michael P. Connors |
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Signature |
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Michael P. Connors |
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Name |
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/s/ Frank D. Martell |
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Signature |
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Frank D. Martell |
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Name |
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/s/ Earl H. Doppelt |
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Signature |
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Earl H. Doppelt |
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Name |
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/s/ Richard G. Gould |
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Signature |
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Richard G. Gould |
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Name |
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