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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response 14.5
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___________)
IncrediMail
Ltd.
(Name
of
Issuer)
Ordinary
Shares, par value NIS 0.01 per share
(Title
of
Class of Securities)
M5364E104
(CUSIP
Number)
William
E. McDonnell, Jr.
Viking
Asset Management LLC
600
Montgomery Street, 44th Floor
San
Francisco, CA 94111
Telephone:
(415) 981-5300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
23, 2007
(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 sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check
the following box. x
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See section 240.13d-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 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 (however, see the
Notes).
Potential
persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid
OMB
control number.
Page
1 of
8
CUSIP
No.
M5364E104
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1
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Viking
Asset Management LLC
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
XX
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3
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SEC
Use Only
__________________________________________________________________________
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4
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Source
of Funds (See Instructions) AF
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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6
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Citizenship
or Place of Organization CA
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
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Sole
Voting Power 0
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8
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Shared
Voting Power 1,272,694
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9
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Sole
Dispositive Power 0
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10
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Shared
Dispositive Power
1,272,694
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||
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person 1,272,694
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||
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13
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Percent
of Class Represented by Amount in Row (11) 13.5%
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14
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Type
of Reporting Person (See Instructions) IA,
OO
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Page
2 of 8
Item
1. Security
and Issuer
This
statement relates to Ordinary Shares (the "Stock") of IncrediMail Ltd. (the
"Issuer"). The principal executive office of the Issuer is located at 4
HaNechoset Street, Tel Aviv, Israel 69710.
Item
2. Identity and Background
The
persons filing this statement and the persons enumerated in Instruction C of
Schedule 13D and, where applicable, their respective places of organization,
general partners, directors, executive officers and controlling persons, and
the
information regarding them, are as follows:
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(a)
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Viking
Asset Management LLC
("Viking LLC")
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(b)
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The
business address of Viking LLC, the Viking Affiliates (defined
below),
except Viking Asset Management, Ltd., a British Virgin Islands
business
investment company (“Viking Ltd.”) and Longview Fund International, Ltd.,
a British Virgin Islands international business company (“Longview
International”) is:
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600
Montgomery Street, 44th Floor
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San
Francisco, CA
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The
business address of Viking Ltd. is:
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Nemours
Chambers
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Road
Town, Tortola
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British
Virgin Islands
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The
business address of Longview International is:
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c/o
Conifer Fund Services Ltd.
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Yamraj
Building
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Road
Town, Tortola
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British
Virgin Islands
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VG1110
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(c)
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Present
principal occupation or employment of Viking LLC and the Viking
Affiliates
and the name, principal business and address of any corporation
or other
organization in which such employment is conducted:
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The
securities reported as beneficially owned by Viking LLC on this
Schedule
13D include securities also beneficially owned by the following
affiliates
of Viking LLC (collectively, the "Viking Affiliates"): Viking Ltd.,
Peter
T. Benz, Merrick D. Okamoto, Wayne H. Coleson and S. Michael Rudolph.
Viking LLC is the investment adviser to investment limited partnerships
of
which Viking Ltd. is the general partner, including Longview Fund,
L.P., a
California limited partnership ("Longview"). Viking Ltd. is the
investment
adviser to Longview International (together with Longview, the
"Funds"),
but pursuant to an agreement between Viking Ltd. and Viking LLC,
Viking
Ltd. has delegated such investment advisory authority to Viking
LLC.
Viking LLC is also the investment adviser to other investment funds.
Mr.
Benz, Mr. Okamoto, Mr. Coleson and Mr. Rudolph are the control
persons of
Viking LLC and Viking Ltd. Longview International holds shares
of the
Issuer’s common stock indirectly as a limited partner of Longview. Viking
LLC is filing this Schedule 13D on behalf of itself, the Viking
Affiliates
and the Funds.
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Page
3 of 8
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(d)
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During
the last five years, none of Viking LLC, the Viking Affiliates
or the
Funds has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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During
the last five years, none of Viking LLC, the Viking Affiliates
or the
Funds was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
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.
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(f)
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Viking
LLC was organized in California. The Viking Affiliates and the
Funds that
are entities were organized in the jurisdictions listed in Items
2(b) and
2(c). The Viking Affiliates that are natural persons are United
States
citizens.
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Item
3. Source
and Amount of Funds or Other Consideration
The
source and amount of funds used in purchasing the Stock were as
follows:
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Purchaser
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Source
of Funds
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Amount
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Viking
LLC
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AF
(1)
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$8,666,509
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(1) Purchases
were made by Viking LLC on behalf of the Funds.
Item
4. Purpose
of Transaction
Viking
LLC acquired the Stock on behalf of the Funds for the benefit of the investors
in the Funds, for investment purposes, and such purchases have been made in
the
ordinary course of business. Viking LLC now expects to consider and evaluate
on
an on-going basis all of its options with respect to its investment in the
Issuer on behalf of the Funds. It has met with, and may in the future continue
to meet with, existing or potential strategic partners or competitors,
investment and financing professionals, sources of credit and other investors
to
encourage them to consider strategic transactions involving the Issuer that
are
designed to maximize shareholder value. In addition, Viking LLC may (a) consult
with outside advisors to help it formulate its options with regard to the Funds’
investment in the Issuer and (b) engage in discussions with management and/or
the board of directors of the Issuer to encourage them to take steps to maximize
shareholder value. Viking LLC may also pursue other available alternatives
to
maximize the value of the Funds’ investment in the Issuer. Such alternatives
could include, without limitation, (i) the purchase of additional Stock or
other
securities of the Issuer in the open market, in privately negotiated
transactions or otherwise and (ii) the sale of all or a portion of the Stock
or
such other securities now held or hereafter acquired on behalf of the
Funds.
Viking
LLC may contact and consult with other stockholders of the Issuer concerning
the
Issuer, its prospects and any or all of the foregoing matters. Except as set
forth above, none of Viking LLC or any of the Viking Affiliates has any plans
or
proposals which relate to, or could result in, any of the matters referred
to in
subsections (a) through (j) of Item 4 of Schedule 13D. Viking LLC and the Viking
Affiliates reserve the right, however, to formulate other plans and/or make
other proposals, and take such actions with respect to their investment in
the
Issuer, including any or all of the actions set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D. Viking LLC and the Viking Affiliates may change
their plans or intentions and take any and all actions that they may deem to
be
in the best interests of the Funds.
Item
5. Interest
in Securities of the Issuer
Page
4 of
8
The
Stock
reported as beneficially owned by Viking LLC on its cover page includes Stock
that also may be beneficially owned by the Viking Affiliates as described below.
Nevertheless, Viking LLC and the Viking Affiliates disclaim beneficial ownership
of the Stock reported on this Schedule 13D except to the extent of their
pecuniary interest therein. Viking LLC, the Viking Affiliates and the Funds
are
filing this Schedule 13D jointly, but not as members of a group, and each of
them expressly disclaims membership in a group. In addition, the filing of
this
Schedule 13D on behalf of the Funds should not be construed as an admission
that
either of them is, and each of them disclaims that it is, the beneficial owner,
as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
of any of the Stock covered by that Schedule 13D.
1. Viking
Ltd.
(a) Amount
of
stock beneficially owned: 1,272,694
(b) Percent
of class: 13.5
(c) Number
of
shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,272,694
(iii) Sole
power to dispose or direct the disposition of :
0
(iv) Shared
power to dispose or direct the disposition of: 1,272,694
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2.
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Mr.
Benz
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(a) Amount
of
stock beneficially owned: 1,272,694
(b) Percent
of class: 13.5
(c) Number
of
shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,272,694
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 1,272,694
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3.
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Mr.
Okamoto
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(a) Amount
of
stock beneficially owned: 1,272,694
(b) Percent
of class: 13.5
(c) Number
of
shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,272,694
(iii) Sole
power to dispose or direct the disposition of :
0
(iv) Shared
power to dispose or direct the disposition of: 1,272,694
4. Mr.
Coleson
(a) Amount
of
stock beneficially owned: 1,272,694
(b) Percent
of class: 13.5
(c) Number
of
shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,272,694
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 1,272,694
6. Mr.
Rudolph
(a) Amount
of
stock beneficially owned: 1,272,694
(b) Percent
of class: 13.5
(c) Number
of
shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,272,694
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 1,272,694
Page
5 of 8
7. Longview
(a) Amount
of
stock beneficially owned: 1,272,694
(b) Percent
of class: 13.5
(c) Number
of
shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,272,694
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 1,272,694
8. Longview
International
(a) Amount
of
stock beneficially owned: 750,890
(b) Percent
of class: 7.9
(c) Number
of
shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 750,890
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 750,890
Item
6. Interest
in Securities of the Issuer
Viking
LLC effected the following purchases of the Stock on behalf of Longview in
open
market transactions on the dates indicated, and such transactions are the only
transactions in the Stock by Viking LLC, the Viking Affiliates and the Funds
since 60 days before date on cover page:
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Date
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Number
of Shares
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Price/Share
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8/30/2007
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25,000
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$8.1830
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8/31/2007
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76,236
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$8.3925
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9/14/2007
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17,500
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$8.5910
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9/20/2007
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100,000
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$8.5200
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9/28/2007
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9,800
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$9.0000
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10/01/2007
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9,700
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$9.0200
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Item
7.Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of
the
Issuer
Viking
LLC is the investment adviser to investment funds, including the Funds, pursuant
to an investment management agreement for each fund that provides to Viking
LLC
the authority, among other things, to invest the funds of such investment funds
in the Stock, to vote and dispose of the Stock and to file this statement on
behalf of such investment funds. Pursuant to an Agreement of Limited
Partnership, Viking Ltd. is entitled to allocations based on realized and
unrealized gains of the investment funds of which it is general partner,
including Longview.
Page
6 of 8
Item
8. Material
to Be Filed as Exhibits
Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and
correct.
Dated: October
__, 2007
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VIKING
ASSET MANAGEMENT LLC
By:
________________________________
S.
Michael Rudolph, Manager
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Page
7 of
8
EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission
(the "SEC") any and all statements on Schedule 13D or Schedule 13G and Forms
(and any amendments or supplements thereto) required under section 13(d) or
16(a) of the Securities Exchange Act of 1934, as amended, in connection with
purchases by the undersigned of the securities of any issuer. For that purpose,
the undersigned hereby constitute and appoint Viking Asset Management LLC,
a
California limited liability company, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of the
Securities Exchange Act of 1934, as amended, in connection with said purchases,
and to do and perform every act necessary and proper to be done incident to
the
exercise of the foregoing power, as fully as the undersigned might or could
do
if personally present.
Dated: October
__, 2007
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VIKING
ASSET MANAGEMENT, LTD.
By: ____________________________________
S. Michael Rudolph, Director
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LONGVIEW
FUND, L.P.
By: Viking
Asset Management, Ltd.
General
Partner
By: ______________________
S.
Michael Rudolph, Manager
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LONGVIEW
FUND INTERNATIONAL, LTD.
By: Viking
Asset Management LLC
Sub-Investment
Manager
By:
__________________________
S.
Michael Rudolph, Manager
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__________________________________
Peter
T. Benz
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_____________________________________________
Merrick
D. Okamoto
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______________________________________
Wayne
H. Coleson
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_____________________________________________
S.
Michael Rudolph
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Page
8 of
8