SC 13G 1 metalinkjds.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 METALINK LTD. -------------------------------------------------------------------------------- (Name of Issuer) Ordinarry Shares, par value NIS 0.1 per share -------------------------------------------------------------------------------- (Title of Class of Securities) M 69897 10 2 -------------------------------------------------------------------------------- (CUSIP Number) August 8, 2007 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 (however, see the Notes). CUSIP No. M 69897 10 2 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) JDS Capital Management, Inc. 13-3918633 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) N/A 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 1,525,100 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each 7. Sole Dispositive Power Reporting 1,525,100 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,525,100 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A 11. Percent of Class Represented by Amount in Row (9) 6.69% 12. Type of Reporting Person (See Instructions) OO Item 1. (a) Name of Issuer Metalink Ltd. (the "Issuer") (b) Address of Issuer's Principal Executive Offices Yakum Business Park, Yakum 60972, Israel Item 2. (a) Name of Person Filing JDS Capital Management, Inc. (the "Reporting Person") (b) Address of Principal Business Office or, if none, Residence 100 Park Avenue, 17th Floor, New York, NY 10013 (c) Citizenship Delaware (d) Title of Class of Securities Ordinary Shares, par value NIS 0.10 per share (the "Ordinary Shares"), of the Issuer. (e) CUSIP Number M 69897 10 2 Item 3. If this statement is filed pursuant to, ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:N/A (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,525,100 shares of Ordinary Shares. (b) Percent of class: 6.52%. Based on 23,376,532 Ordinary Shares of the Issuer issued and outstanding as of August 9, 2007 as reported by the Issuer in its Registration Statement on Form F-3, as filed with the Securities and Exchange Commission on August 14, 2007. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,525,100 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,525,100 (iv) Shared power to dispose or to direct the disposition of: 0 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 [ ]. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A 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 that purpose 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. Date August 17, 2007 Signature JDS Capital Management, Inc. /s/ Joseph D. Samberg Joseph D. Samberg, President