SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b) 2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
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JWC Acquisition Corp.
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(Name of Issuer)
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Common Stock, $0.0001 Par Value
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(Title of Class of Securities)
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46634Y102
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(CUSIP Number)
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January 12, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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CUSIP No. 46634Y102
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13G
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Polar Securities Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
795,000
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
795,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 46634Y102
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13G
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Pole Capital Master Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
795,000
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
795,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 46634Y102
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13G
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Page 4 of 9 Pages
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Item 1(a).
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NAME OF ISSUER:
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JWC Acquisition Corp. (the "Company")
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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111 Huntington Avenue
Suite 2900
Boston, MA 02199
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Items 2(a),
2(b) and 2(c).
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NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
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(i)
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North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G directly owned by it.
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(ii)
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Polar Securities Inc. (“Polar Securities”), a company incorporated under the laws on Ontario, Canada, with respect to the Shares reported in this Schedule 13G directly owned by North Pole.
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The citizenship of each of the Reporting Persons is set forth above.
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The address of the principal business office of each of the Reporting Persons is 372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $0.0001 Par Value (the "Shares")
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Item 2(e).
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CUSIP NUMBER:
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46634Y102
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CUSIP No. 46634Y102
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13G
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Page 5 of 9 Pages
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act,
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(b)
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
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(g)
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Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
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(h)
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Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box: x
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CUSIP No. 46634Y102
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13G
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Page 6 of 9 Pages
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Item 4.
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OWNERSHIP.
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Polar Securities Inc. serves as the investment manager to North Pole and a number of discretionary accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G.
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Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
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A.
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Polar Securities
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(a)
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Amount beneficially owned: 795,000
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(b)
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Percent of class: 5.4% (all percentages herein are based on 14,840,116 Shares reported to be outstanding as of March 24, 2011 as reflected in the Form 10-K filed by the Company on March 31, 2011).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0 Shares.
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(ii)
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Shared power to vote or direct the vote: 795,000 Shares.
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(iii)
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Sole power to dispose or direct the disposition: 0 Shares.
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(iv)
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Shared power to dispose or direct the disposition: 795,000 Shares.
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B.
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North Pole | ||||
(a)
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Amount beneficially owned: 795,000
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(b)
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Percent of class: 5.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0 Shares.
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(ii)
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Shared power to vote or direct the vote: 795,000 Shares.
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(iii)
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Sole power to dispose or direct the disposition: 0 Shares.
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(iv)
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Shared power to dispose or direct the disposition: 795,000 Shares.
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CUSIP No. 46634Y102
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13G
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Page 7 of 9 Pages
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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See Item 4.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See Item 2.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its 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 that purpose or effect.
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CUSIP No. 46634Y102
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13G
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Page 8 of 9 Pages
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Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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North Pole Capital Master Fund
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By: Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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CUSIP No. 46634Y102
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13G
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Page 9 of 9 Pages
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Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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North Pole Capital Master Fund
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By: Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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