FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DIGITAL VIDEO SYSTEMS INC [ DVID ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/20/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/20/2005 | P | 70,817 | A | $0.58 | 1,114,685 | I | See footnote(1)(2)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Convertible Preferred Stock | $0 | 12/27/2004 | (5) | Common Stock(1)(2)(4) | 573,768 | 1,721,308 | I | See footnote(2)(3)(4) | |||||||
Warrants | $0.61 | 12/27/2004 | 09/19/2009 | Common Stock(1)(2)(4) | 286,883 | 1,160,651 | I | See footnote(2)(3)(4) |
Explanation of Responses: |
1. The Shares of Common Stock to which this note relates are held directly by Empire Capital Partners, L.P. a Delaware limited partnership ("Empire") as to 751,285 shares; Empire Capital Partners Ltd., a Cayman Islands exempted company ("Offshore"), as to 64,749 shares; Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II") as to 6,100 shares, Charter Oak Partners, LP, a Delaware limited partnership ("Charter Oak") as to 273,318 shares and Charter Oak Partners II LP, a Delaware limited partnership ("Charter Oak II") as to 19,233 shares. |
2. Empire GP, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over the securities held by, Empire. Empire Capital Management L.L.C. (the "Investment Manager") serves as investment manager to, and has investment discretion over the securities held by, Offshore I and Offshore II and certain accounts owned by Charter Oak and Charter Oak II. Scott Fine and Peter Richards are the managing members of the General Partner and the Investment Manager. |
3. The Series C Convertible Preferred Stock (the "Preferred Shares") and the warrants (the "Warrants") to which this note relates are held directly by Empire Capital Partners, L.P. a Delaware limited partnership ("Empire") as to 501,078 Preferred Shares and 550,539 Warrants; Empire Capital Partners Ltd., a Cayman Islands exempted company ("Offshore"), as to 934,297 Preferred Shares and 467,148 Warrants; Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II") as to 174,046 Preferred Shares and 87,022 Warrants, Charter Oak Partners, LP, a Delaware limited partnership ("Charter Oak") as to 92,917 Preferred Shares and 46,458 Warrants, Charter Oak Partners II LP, a Delaware limited partnership ("Charter Oak II") as to 18,970 preferred Shares and 9,484 Warrants. |
4. The Reporting Persons disclaims beneficial ownership of any of the Issuer's securities owned by the Fund to which this form relates for purpose of Section 16 of the Securities Exchange Act of 1934, as amended. |
5. There is no expiration for these securities. |
/s/ Scott A. Fine, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P. | 01/24/2005 | |
/s/ Peter J. Richards, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P. | 01/24/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |