UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
Amendment No. 4
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Appliance Recycling Centers of America,
Inc.
(Name of Issuer)
Common Stock
(Title of Class of
Securities)
03814F-20-5
(CUSIP Number)
Isaac Capital Group LLC
3525 Del Mar Heights Road, Suite 765
San Diego, CA 92130
(858) 259-6666
Jon Isaac
3525 Del Mar Heights Road, Suite 765
San Diego, CA 92130
(858) 259-6666
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(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
February 17, 2015
(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 ss.ss. 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
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(1) |
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NAMES OF REPORTING PERSONS
Isaac
Capital Group LLC |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) (b) |
(3) |
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SEC USE ONLY |
(4) |
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SOURCE OF FUNDS (see instructions)
WC |
(5) |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |
(6) |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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(7) |
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SOLE VOTING POWER
688,201 shares |
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(8) |
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SHARED VOTING POWER
0 shares |
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(9) |
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SOLE DISPOSITIVE POWER
688,201 shares |
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(10) |
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SHARED DISPOSITIVE POWER
0 shares |
(11) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,201 shares |
(12) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) |
(13) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 11.89 % (based on 5,788,318 shares, the most recent publicly available information of the Issuer’s
issued and outstanding shares disclosed in its Quarterly Report on Form 10-Q filed on November 7, 2014) |
(14) |
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TYPE OF REPORTING PERSON (see instructions)
CO |
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(1) |
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NAMES OF REPORTING PERSONS
Jon Isaac |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) (b) |
(3) |
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SEC USE ONLY |
(4) |
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SOURCE OF FUNDS (see instructions)
WC |
(5) |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |
(6) |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
(7) |
|
SOLE VOTING POWER
688,201 shares |
|
(8) |
|
SHARED VOTING POWER
0 shares |
|
(9) |
|
SOLE DISPOSITIVE POWER
688,201 shares |
|
(10) |
|
SHARED DISPOSITIVE POWER
0 shares |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,201 shares |
(12) |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) |
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 11.89% (based on 5,788,318 shares, the most recent publicly available information of the Issuer’s
issued and outstanding shares disclosed in its Quarterly Report on Form 10-Q filed on November 7, 2014) |
(14) |
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TYPE OF REPORTING PERSON (see instructions)
IN |
ITEM 1. SECURITY AND ISSUES.
This Schedule 13D (“Statement”)
relates to the common stock of Appliance Recycling Centers of America, Inc., a corporation organized under the laws of the State
of Minnesota (“Issuer”). The Issuer’s principal executive office is 7400 Excelsior Boulevard, Minneapolis,
MN 55426.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by (i)
Isaac Capital Group LLC, a Delaware limited liability company (“Isaac Capital”) and (ii) Jon Isaac, the Managing Member
of Isaac Capital (“Mr. Isaac”, together with Isaac Capital the “Reporting Persons”, each a “Reporting
Person”).
(b) The principle business of Isaac Capital
is conducting private investments in public companies. Isaac Capital’s principal office is located at 3525 Del Mar Heights
Road, Suite 765, San Diego, CA 92130, Tel: (858) 259-6666. Mr. Isaac’s principal office is 3525 Del Mar Heights Road, Suite
765, San Diego, CA 92130, Tel: (858) 259-6666.
(c) The Reporting Persons are currently
significant stockholders of the Issuer. Mr. Isaac is the Managing Member of Isaac Capital Group LLC.
(d) The Reporting Persons has not, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.)
(e) The Reporting Persons has not, during
the last five years, been 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 or, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Isaac is a citizen of the United
States.
ITEM 3. SOURCE OF FUNDS OR OTHER
CONSIDERATION.
The
reporting Persons purchased the following shares of common stock on the open market with cash: 328,474 shares and 69,311 shares
for a total purchase price of $919,530.12 and $202,388.12, respectively, on December 18, 2014; 150,000 shares for a total cash
purchase price of $420,000 on January 6, 2015; 115,416 shares for a total cash purchase price of $323,164.80 on January 15, 2015;
and 25,000 shares for a total cash purchase price of $65,750 on February 17, 2015.
ITEM 4. PURPOSE OF THE TRANSACTION.
As of the date of this filing, Isaac Capital
held a total number of 688,201 shares of common stock of the Issuer. Mr. Isaac, as the Managing Member of Isaac Capital, has the
sole voting and dispositive power over all of the shares of the Issuer’s common stock that Isaac Capital holds. Mr. Isaac
does not directly own any shares of the Issuer’s common stock.
Each Reporting Persons at any time and from
time to time may acquire additional Stock or dispose of any or all of its Stock depending upon an ongoing evaluation of the investment
in the Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or
other investment considerations. The Reporting Persons may purchase or acquire additional shares of the Issuer’s common stock
on the open market or through private transactions with the intention to own approximately 20% of the Issuer’s common stock.
Isaac Capital requested board representation
with the Issuer and engaged in discussions with the Issuer’s board of directors regarding such request. To date, the
Issuer’s board of directors has not indicated any willingness to provide board representation to Isaac Capital.
Isaac Capital has notified the Issuer that
it intends to present to the shareholders a competing full slate of directors to be elected at the Issuer’s 2015 annual meeting
of shareholders. Isaac Capital has also called on the Issuer’s board of directors to promptly call and hold its 2015
annual meeting of shareholders.
Isaac Capital intends to continue to pursue
representation on the Issuer’s board of directors, whether through discussions with the Issuer, taking action to remove
one or more or all of the current members of the board and/or elect one or more or all of the members of the board at an annual
or special meeting of shareholders or otherwise, buying additional shares of common stock of the Issuer, effecting a tender offer
for some or all of the shares of common stock of the Issuer, or through other means.
ITEM 5. INTEREST IN SECURITIES
OF THE ISSUER.
(a) The aggregate number and percentage
of shares of the Issuer’s common stock to which this Schedule 13D relates is 688,201 shares of common stock held by Isaac
Capital Group LLC, constituting approximately 11.89% of the Issuer’s outstanding common stock. The aggregate number
and percentage of shares of common stock reported herein are based on 5,788,318 shares, which is the most recent publicly available
information of the Issuer’s issued and outstanding shares disclosed in its Quarterly Report on Form 10-Q filed on November
7, 2014.
(b) The Reporting Persons hold sole power
to dispose of the Shares.
(c) Other than the transaction described
herein there has been no other transactions concerning the common stock of the Issuer effected during the past sixty (60) days.
(d) No other person is known to the Reporting
Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED
AS EXHIBITS.
None.
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.
Dated: February 18, 2015
/s/ Jon Isaac
Jon Isaac
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