-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVuLy2JOfDy8ueBAXzHCc4kwN659WG3wPJUxeQYb9GWaLH4AVK8UtcGB4VluB2YX cQfovdn3mhmaJk9G1cZoHQ== 0001144204-08-069468.txt : 20081216 0001144204-08-069468.hdr.sgml : 20081216 20081215201211 ACCESSION NUMBER: 0001144204-08-069468 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081215 GROUP MEMBERS: SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN GROUP MEMBERS: SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Clearpoint Business Resources, Inc CENTRAL INDEX KEY: 0001298663 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80708 FILM NUMBER: 081250995 BUSINESS ADDRESS: STREET 1: 1600 MANOR DRIVE STREET 2: SUITE 110 CITY: CHALFONT STATE: PA ZIP: 18914 BUSINESS PHONE: 215-569-5693 MAIL ADDRESS: STREET 1: 1600 MANOR DRIVE STREET 2: SUITE 110 CITY: CHALFONT STATE: PA ZIP: 18914 FORMER COMPANY: FORMER CONFORMED NAME: Terra Nova Acquisition CORP DATE OF NAME CHANGE: 20040727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER JACK CENTRAL INDEX KEY: 0000922714 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 2125428201 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G 1 v134907_sc13g-a.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D. C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No 4)*
 
CLEARPOINT BUSINESS RESOURCES, INC.
(formerly Terra Nova Acquisition Corporation) 
(Name of Issuer)

Common Stock
(Title of Class of Securities)

88101E102
(CUSIP Number)

December 11, 2008
(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)
x
Rule 13d-1(c)
o
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.

CUSIP No. 88101E102
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
 
JACK SILVER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ 
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
2,733,771
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
2,733,771
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,733,771
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.09%
12
TYPE OF REPORTING PERSON
IN

2
CUSIP No. 88101E102
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
 
SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ 
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
2,733,771
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
2,733,771
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,733,771
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.09%
12
TYPE OF REPORTING PERSON
EP

3
CUSIP No. 88101E102
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
 
SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ 
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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%
12
TYPE OF REPORTING PERSON
EP

4
CUSIP No. 88101E102

Item 1.
(a)
Name of Issuer:

ClearPoint Business Resources, Inc.
(formerly Terra Nova Acquisition Corporation)

(b)
Address of Issuer’s Principal Executive Offices:

1600 Manor Drive, Suite 110
Chalfont, PA 18914  
 
Item 2.

(a)
Name of Person Filing:

Jack Silver
Sherleigh Associates Inc. Profit Sharing Plan
Sherleigh Associates Inc. Defined Benefit Pension Plan

(b)
Address of Principal Business Office or, if none, Residence:

SIAR Capital LLC
660 Madison Avenue
New York, NY 10021

(c)
Citizenship:

United States

(d)
Title of Class of Securities:

Common Stock

(e)
CUSIP Number:

88101E102
 
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:

(a)
o
Broker or Dealer registered under Section 15 of the Act
 
    
(b)
o
Bank as defined in section 3(a)(6) of the Act
 
    
(c)
o
Insurance Company as defined in section 3(a)(19) of the Act
 
    
(d)
o
Investment Company registered under section 8 of the Investment Company Act
 
5
CUSIP No. 88101E102
 
(e)
o
Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
     
(f)
o
Employee Benefit Plan or endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
    
(g)
o
Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
     
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
    
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.
 
(a) - (c)
On December 11, 2008, Sherleigh Associates Inc. Defined Benefit Pension Plan, a trust of which Mr. Silver is the trustee, transferred 956,760 shares of Common Stock and Warrants to acquire 1,087,461 shares of Common Stock of ClearPoint Business Resources, Inc. to Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is the trustee.

As a result, as of December 11, 2008, Jack Silver beneficially owned 2,733,771 shares of Common Stock of ClearPoint Business Resources, Inc. representing 17.09% of the outstanding Common Stock, based on 14,251,964 shares of Common Stock outstanding as reported in the issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2008.  Such shares of Common Stock beneficially owned by Mr. Silver include: (i) 986,310 shares of Common Stock held by Sherleigh Associates Inc. Profit Sharing Plan and (ii) 1,747,461 shares of Common Stock issuable upon exercise of warrants held by Sherleigh Associates Inc. Profit Sharing Plan.

Mr. Silver has the sole voting and dispositive power with respect to all 2,733,771 shares of Common Stock beneficially owned by him.
  
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 o.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.

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.
Not applicable.
 
6
CUSIP No. 88101E102
 
Item 8. Identification and Classification of Members of the Group. 
 
Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.
 
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 purposes 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.
 
 
December 15, 2008
 
Date
 
  
 
/s/ Jack Silver
 
Signature
 
  
 
Jack Silver
 
Name/Title
   
 
Sherleigh Associates Inc. Profit Sharing Plan
Sherleigh Associates Inc. Defined Benefit Pension Plan
     
 
By:
/s/ Jack Silver
 
Name:
Jack Silver
 
Title: 
Trustee
 
7
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