Ideation Acquisition Corp.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
SCHEDULE 13D
(Rule 13d-101)
Information To Be Included In Statements Filed Pursuant To Rule 13d-1(A) And
Amendments Thereto Filed Pursuant To Rule 13d-2(A)
(Amendment No. 1)*
Ideation Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
451665 10 3
(CUSIP Number)
Ideation Acquisition Corp.
1990 S. Bundy Blvd., Suite 620
Los Angeles, CA 90025
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 6, 2008
(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 which 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 disclosure 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).
SCHEDULE 13D
| |
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
451665 10 3 |
|
Page |
|
2 |
|
of |
|
6 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Phillip Frost, M.D. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
N/A |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Florida
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
|
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,133,800 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
|
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,133,800 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,133,800 |
| |
|
|
| 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) |
| |
|
| |
22.4% |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
SCHEDULE 13D
| |
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
451665 10 3 |
|
Page |
|
3 |
|
of |
|
6 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Frost Gamma Investments Trust |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Florida
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
|
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,133,800 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
|
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,133,800 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,133,800 |
| |
|
|
| 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) |
| |
|
| |
22.4% |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
OO |
SCHEDULE 13D
| |
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
451665 10 3 |
|
Page |
|
4 |
|
of |
|
6 |
This Amendment No. 1 (the “Amendment”) amends and supplements the statement on Schedule 13D
filed on December 6, 2007 (the “Original Schedule 13D”) by Phillip Frost, M.D. and Frost Gamma
Investments Trust (“Gamma Trust”) (collectively, the “Reporting Persons”). This Amendment is filed
pursuant to the Joint Filing Agreement as executed by the Reporting Persons (Exhibit 99.1 to the
Original Schedule 13D is hereby incorporated by this reference.)
|
|
|
| Item 3. |
|
Source and Amount of Funds or Other Consideration. |
Item 3 is amended by adding the following paragraph to the end of the item:
Gamma Trust acquired an aggregate of 154,800 Shares of Common Stock, for investment purposes,
in three separate transactions on October 2, 2006 and October 6, 2008 as follows: (1) 4,800 shares
on October 2, 2008 at $6.81 per share, (2) 100,000 shares on October 6, 2008 at $6.85 per share,
and (3) 50,000 shares on October 6, 2008 at $6.75 per share. The source of funds used in all three
transactions consists of working capital of Gamma Trust.
|
|
|
| Item 5. |
|
Interest in Securities of the Issuer. |
Item 5 is deleted in its entirety and replaced with the following text:
(a) Each of the Reporting Persons is the beneficial owner of 3,133,800 shares of Common Stock
of the Issuer. This figure includes the right to acquire 1,470,000 shares of Common Stock pursuant
to 1,470,000 Warrants held by the Reporting Persons each convertible into one share of Common
Stock. Each of the reporting persons is the beneficial owner of 22.4% of the Issuer’s Common
Stock. The percentage of beneficial ownership is based upon 13,970,000 shares of Common Stock
outstanding as of October 14, 2008, including the 1,470,000 shares of Common Stock which the
Reporting Persons have the right to acquire pursuant to the Warrants.
(b) Each Reporting person has the shared power to vote or direct to vote and the shared power
to dispose or direct the disposition of 3,133,800 shares of Common Stock of the Issuer. The
securities discussed above are owned of record by Gamma Trust, of which Dr. Frost is the trustee.
Frost Gamma L.P. is the sole and exclusive beneficiary of Gamma Trust. Dr. Frost is one of two
limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc.,
and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the
sole shareholder of Frost-Nevada Corporation. Accordingly, solely for purposes of reporting
beneficial ownership of such shares pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, each of the Reporting Persons may be deemed to be the beneficial owner of the
shares held by any other Reporting Person.
The filling of this statement shall not be construed as an admission that either of the
Reporting Persons is, for the Purposes of Section 13(d) and 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of any securities covered by the statement.