SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Smart Online, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
83171V 10 0
(CUSIP Number)
Avy Lugassy
Atlas Capital, SA
118 Rue du Rhone
CH-1204
Geneva Switzerland
+41 22 718 1 741
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 2, 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 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:|_|
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
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
disclosures 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).
CUSIP NO. 83171V 10 0
1. NAMES OF REPORTING PERSONS
Atlas Capital, SA
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e): |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Switzerland
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7. SOLE VOTING POWER:
NUMBER OF 4,373,827 (1)
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 0
EACH REPORTING ----------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER:
4,373,827 (1)
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10. SHARED DISPOSITIVE POWER: 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,373,827 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES:
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
23.99%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO
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(1) See Item 5(a) for a detailed explanation of the Reporting Person's
beneficial ownership of Common Stock.
This Amendment No. 3 (this "Amendment") amends the Report on Schedule 13D,
originally filed on April 4, 2008, as amended by Amendment No. 2 filed on April
24, 2008 (as amended, the "Schedule 13D"). Except as provided herein, this
Amendment does not modify any of the information previously reported on the
Schedule 13D. Capitalized terms used and not otherwise defined have the meaning
given to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
As of May 2, 2008, the Reporting Person has acquired, in the aggregate,
4,373,827 shares of Common Stock either from the Issuer or from other
shareholders of the Issuer. The Reporting Person has paid an aggregate of
$12,236,989.52 for these shares from corporate funds, including 56,206 shares
acquired from Dennis Michael Nouri (the former President, Chief Executive
Officer, and President of the Issuer) pursuant to a note cancellation agreement.
In exchange for the shares acquired from Mr. Nouri, the Reporting Person
cancelled a note under which Mr. Nouri owed the Reporting Person principal and
interest totaling $85,117.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) The Reporting Person beneficially owns 4,373,827 shares of Common Stock,
which represents approximately 23.99% of the issued and outstanding shares of
Common Stock.
(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 all 4,373,827 shares of Common
Stock reported in Item 5(a) of this Schedule 13D.
(c) The trading dates, number of shares of Common Stock purchased and price per
share for all transactions in the Common Stock that were effected since the date
of the most recently filed Report on Schedule 13D are set forth below. All
transactions represent purchases of Common Stock on the OTC Bulletin Board by
the Reporting Person.
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Date of Transaction Number of Shares Purchased Price Per Share
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4/25/08 5,500 $2.00
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4/28/08 21,000 $2.25
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4/29/08 5,000 $2.25
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4/29/08 40,000 $2.30
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4/30/08 47,000 $2.30
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5/1/08 56,500 $2.30
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5/2/08 126,000 $2.30
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(d) No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock
beneficially owned by the Reporting Person.
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
ATLAS CAPITAL, SA
Dated: May 5, 2008 /s/ Avy Lugassy
---------------------------------
Signature
Name: Avy Lugassy
Title: Member of the Management