SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
TOP IMAGE SYSTEMS LTD (TISA)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
M87896102
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(CUSIP Number)
October 11, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) 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 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. M87896102
---------------------
1. NAME OF REPORTING PERSONS
SKIRITAI Capital LLC I.R.S. Identification No.: 47-0861757
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
797,747
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
797,747
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12.TYPE OF REPORTING PERSON*
IA
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CUSIP No. M87896102
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Leonidas Opportunity Fund L.P. I.R.S. Identification No.: 74-3056978
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,747
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.97%
12.TYPE OF REPORTING PERSON*
PN
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CUSIP No. M87896102
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Leonidas Opportunity Offshore Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(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
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12.TYPE OF REPORTING PERSON*
PN
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CUSIP No. M87896102
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Russell R. Silvestri
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
797,747
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
797,747
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12.TYPE OF REPORTING PERSON*
IN
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CUSIP No. M87896102
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lyron L. Bentovim
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
797,747
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
677,095
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12.TYPE OF REPORTING PERSON*
IN
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CUSIP No. M87896102
---------------------
Item 1(a). Name of Issuer:
TOP IMAGE SYSTEMS LTD (TISA)
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Item 1(b). Address of Issuer's Principal Executive Offices:
2 HABARZEL ST, TEL AVIV 69710, ISRAEL, L3
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Item 2(a). Name of Person Filing:
This statement is being filed by SKIRITAI Capital LLC (the
"Reporting Person"), a Delaware limited liability company.
The Leonidas Opportunity Fund L.P. and Leonidas Opportunity
Offshore Fund Ltd. were both formed to engage in the business
of acquiring, holding and disposing of investments in various
companies. The present principal business of SKIRITAI Capital
LLC is serving as the General Partner of the Leonidas Opportunity
Fund L.P. and the Investment Manager of the Leonidas Opportunity
Offshore Fund Ltd. Russell R. Silvestri and Lyron L. Bentovim
are Managing Directors of SKIRITAI Capital LLC. The address of
SKIRITAI Capital LLC's principal office is 388 Market Street,
Suite 700, San Francisco, CA 94111.
The address of SKIRITAI Capital LLC executive office is the
same as the address of its principal office.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
388 Market Street
Suite 700
San Francisco, CA 94111
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Item 2(c). Citizenship:
See Item 4 of each cover page.
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Item 2(d). Title of Class of Securities:
Common Stock
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Item 2(e). CUSIP Number:
M87896102
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
See Item 9 of each cover page.
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(b) Percent of class:
See Item 11 of each cover page.
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote
See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of
See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of
See Item 8 of each cover page.
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 [ ].
Not applicable.
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 five 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.
Not applicable.
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 ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) 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 ss.240.13d-1(c) or ss.240.13d-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 such purpose or effect.
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.
October 11, 2007
---------------------------
(Date)
SKIRITAI Capital LLC
By: /s/ Russell R. Silvestri
--------------------------
Managing Director
By: /s/ Lyron L. Bentovim
--------------------------
Managing Director
Leonidas Opportunity Fund L.P.
By: /s/ Russell R. Silvestri
--------------------------
Managing Director of
SKIRITAI Capital LLC, its
General Partner
By: /s/ Lyron L. Bentovim
--------------------------
Managing Director of
SKIRITAI Capital LLC, its
General Partner
Leonidas Opportunity Offshore Fund Ltd.
By: /s/ Russell R. Silvestri
--------------------------
Managing Director of
SKIRITAI Capital LLC, its
Investment Manager
By: /s/ Lyron L. Bentovim
--------------------------
Managing Director of
SKIRITAI Capital LLC, its
Investment Manager
By: /s/ Russell R. Silvestri
--------------------------
By: /s/ Lyron L. Bentovim
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Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
* The Reporting Persons disclaim beneficial ownership in the Shares reported
herein except to the extent of their pecuniary interest therein.