SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
Smart
Online, Inc.
Common
Stock, par value $0.001
83171V 10
0
Atlas
Capital, SA
116 Rue
du Rhone
CH-1204
Geneva
Switzerland
with a
copy to:
James F.
Verdonik, Esq.
Daniels
Daniels & Verdonik, P.A.
1822 NC
Highway 54 East, Suite 200
Durham,
North Carolina 27713
(919)
544-5444
February
15, 2005
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: |_|
1.
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NAME
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Atlas
Capital, SA |
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x |
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
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:
Switzerland |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. SOLE
VOTING POWER:
1,176,341
8. SHARED
VOTING POWER:
0
9. SOLE
DISPOSITIVEPOWER:
1,176,341
10. SHARED
DISPOSITIVEPOWER:
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,176,341 See
Item 5(a) |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES:
p |
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
10% |
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO |
Schedule
13D
Item
1. Security
and Issuer.
This
statement on Schedule 13D (this “Schedule
13D”)
relates to the Common Stock, par value $0.001 per share (the “Common
Stock”), of
SmartOnline, Inc., a Delaware corporation (the “Company”). The
principal executive office of the Company is located at 2530 Meridian Parkway,
Durham, North Carolina 27713.
Item
2. Identity
and Background.
(a) This
Schedule 13D is being filed on behalf of Atlas Capital, SA (the “Reporting
Person”).
(b) The
business address of the Reporting Person is 116 Rue du Rhone, CH-1204, Geneva
Switzerland.
(c) The
Reporting Person is a 5% shareholder of the Company.
(d) The
Reporting Person has not, during the five years prior to the date of this
Schedule 13D, been convicted in a criminal proceeding.
(e) The
Reporting Person has not, during the five years prior to the date of this
Schedule 13D, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, as a result of which the Reporting Person 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.
(f) The
Reporting Person is a company in Switzerland.
Item
3. Source
and Amount of Funds or Other Consideration.
Reporting
Person acquired the shares when the Reporting Person purchased shares in March
2004, May 2004 and August 2004 for an aggregate of $3,270,000 paid from
corporate funds.
Item
4. Purpose
of Transaction.
The
Reporting Person acquired the shares of Common Stock of the Company for
investment purposes.
(a) Except as
set forth below in this paragraph (a), the Reporting Person does not have any
plans or proposals that relate to, or would result in, the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company.
The
securities of the Company held by the Reporting Person constitute a significant
portion of the Reporting Person’s total personal net worth. One of the Reporting
Person’s investment goals is diversification, which would require some sales of
the securities of the Company by the Reporting Person. Accordingly, the
Reporting Person may, from time to time, make decisions to sell securities of
the Company based upon then-prevailing market conditions.
The
Reporting Person entered into Put Agreements dated March 10, 2004 and August 13,
2004 with Michael Nouri. The Company is not a party to this agreement, but these
agreements were entered into at the time of an investment in the Company by the
Reporting Person to provide comfort to the Reporting Person that would fulfill
its promise to cause its common stock to become publicly traded. The Put
Agreements give the Reporting Person the right to require Michael Nouri and
another shareholder of the Company, Mr. Doron Roethler, to purchase for
$2,700,000 the 728,571 shares of common stock and warrants to purchase 188,571
shares of common stock the Reporting Person purchased from the Company in March
2004 and August 2004. The Put Agreements can be exercised in the sole discretion
of the Reporting Person during the month of March 2005 or during the month of
March 2006, but the Put Agreements terminate and the put options cannot be
exercised after (i) the common stock of the Company is listed or quoted for
pubic trading, or (ii) the stockholders of the Company vote to approve any
action reasonably necessary to cause stock of the Company to be publicly traded,
but the Reporting Person votes against the action, or (iii) the Reporting party
transfers any of its common stock or warrants of the Company. The Put
Agreements are not assignable and terminate if the Reporting Person transfers
the securities covered by the Put Agreements.
The
Reporting Person signed an agreement that restricts the sale of all the shares
owned by the Reporting Person reported in this Report. These transfer
restrictions include, among other restrictions, an agreement limiting the volume
of sales or transfers of the shares (other than transfers to certain related
parties) to not more than one third of the shares held by the Reporting Person
during any rolling 30-day period . The restrictions are effective through August
15, 2006.
The
Reporting Person has the right to require the Company to register shares of the
Company for resale by the Reporting Person.
(b) The
Reporting Person does not have any plans or proposals that relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries.
The Company will, however, be evaluating acquiring all or parts of other
companies as part of its business strategy and may from time to time do such
acquisitions.
(c) The
Reporting Person does not have any plans or proposals that relate to or would
result in a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries.
(d) The
Reporting Person does not have any specific plans to change the present Board of
Directors or management of the Company. The Company, however, as a goal to
increase the number of independent directors and to add experienced management.
The Company will, therefore, be evaluating suitable candidates from time to
time.
(e) The
Reporting Person does not have any plans or proposals that relate to or would
result in any material change in the present capitalization or dividend policy
of the Company, except that the Company may from time to time sell additional
securities to raise capital.
(f) The
Reporting Person does not have any plans or proposals that relate to or would
result in any other material change in the Company’s business or corporate
structure.
(g) The
Reporting Person does not have any plans or proposals that relate to or would
result in changes in the Company’s charter, bylaws or instruments corresponding
thereto or other actions that may impede the acquisition of control of the
Company by any person.
(h) The
Reporting Person does not have any plans or proposals that relate to or would
result in causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association.
(i) The
Reporting Person does not have any plans or proposals that relate to or would
result in a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
(j) The
Reporting Person does not have any plans or proposals that relate to or would
result in any action similar to any of those enumerated above.
Item
5. Interest
in Securities of the Issuer.
(a) The
Reporting Person beneficially owns 1,176,341 shares of Common Stock, which,
based on the Company’s most recent Registration Statement on Form SB-2 Form,
represents approximately 10% of the issued and outstanding shares of Common
Stock. Of this amount, 938,913 shares are owned by Atlas Capital, SA and 237,428
shares can be acquired upon the exercise of warrants, which can be exercised at
any time.
(b) The
Reporting Person has sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of 1,176,341 shares of Common Stock
reported in Item 5(a) of this Schedule 13D.
(c) The
Reporting Person acquired all the shares reported prior to 60 days before the
date of this Report.
(d) Not
applicable,
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to the Securities of
the Issuer.
Except as
disclosed in this Schedule 13D, the Reporting Person does not have any other
contracts, arrangements, understandings or other relationships with respect to
the securities of the Company. See Answer to Item 4(a) for description of
relevant contracts.
Item
7. Material
to be Filed as Exhibits.
1. Not
applicable.
2. (a) Put
Agreement dated March 10, 2004
(b) Put
Agreement dated August 13, 2004
(c) Subscription
Agreement dated as of March 22, 2004
(d) Subscription
Agreement dated as of May 24, 2004
(e) Subscription
Agreement dated as of August 30, 2004
3. Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated:
February 22, 2005 |
/s/
Avy Lugassy |
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Signature |
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Type
Name:: Avy Lugassy |
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