-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G3l+xMFgqFEcAafoqmIHaPmu9X4HZ9VGQsRIkI0+taAKfrD5fakAFx0KEzU0k9BS xl/Eckj0lS+dttDIMgXMvA== 0001104659-08-013180.txt : 20080227 0001104659-08-013180.hdr.sgml : 20080227 20080227121621 ACCESSION NUMBER: 0001104659-08-013180 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Matinee Media CORP CENTRAL INDEX KEY: 0001163882 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330976892 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78877 FILM NUMBER: 08645435 BUSINESS ADDRESS: STREET 1: 2801 VIA FORTUNA STREET 2: SUITE 675 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-329-5843 MAIL ADDRESS: STREET 1: 2801 VIA FORTUNA STREET 2: SUITE 675 CITY: AUSTIN STATE: TX ZIP: 78746 FORMER COMPANY: FORMER CONFORMED NAME: FILTERING ASSOCIATES INC DATE OF NAME CHANGE: 20011219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Walker Robert Wayne CENTRAL INDEX KEY: 0001427495 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 512-329-5843 MAIL ADDRESS: STREET 1: 2801 VIA FORTUNA DRIVE STREET 2: SUITE 675 CITY: AUSTIN STATE: TX ZIP: 78746 SC 13D 1 a08-6323_2sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

(Rule 13d-102)

 

Information To Be Included In Statements Filed Pursuant To Rule 13d-1(A) And Amendments Thereto Filed Pursuant To Rule 13d-2(A)

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Matinee Media Corporation

(Name of Issuer)

 

Common Stock. par value $.001

(Title of Class of Securities)

 

57682A 102

(CUSIP Number)

 

Robert W. Walker

2801 Via Fortuna

Suite 675

Austin, TX 78746

(512) 329-5843

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 11, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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.   57682A 102

 

 

1.

Names of Reporting Persons
Robert W. Walker

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,059,437 shares*

 

8.

Shared Voting Power
1,186,668 shares**

 

9.

Sole Dispositive Power
1,059,437 shares*

 

10.

Shared Dispositive Power
1,186,668 shares**

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,246,105 shares*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.8%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*

Consists of 1,059,437 stock options exercisable within 60 days of this filing.

**

Consists of 1,186,668 shares held by Nachas Partnership, Ltd., a family limited partnership controlled by Mr. Walker and his spouse.

 

2



 

CUSIP No.   57682A 102

 

Item 1.

Security and Issuer

 

This Statement on Schedule 13D relates to the common stock, par value $.001 (the “Common Stock”), of Matinee Media Corporation., a Nevada corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 2801 Via Fortuna, Suite 675, Austin, TX 78746.

 

 

Item 2.

Identity and Background

 

This statement of beneficial ownership on Schedule 13D is being filed by Robert W. Walker (the “Reporting Party”), pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”). The address of the Reporting Party’s principal business and principal office is 2801 Via Fortuna, Suite 675, Austin, TX  78746.

 

The Reporting Party is a United States citizen who serves as Chief Executive Officer and President of the Issuer.

 

During the last five years, the Reporting Party has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

Item 3.

Source and Amount of Funds or Other Consideration

 

1,185,168 shares of the Common Stock were acquired in exchange for an equal number of shares of Matinee Media Corporation, a Texas corporation (“MMC”), common stock held by Nachas Partnership, Ltd., a Texas limited partnership (the “Partnership”), before MMC’s merger with Filtering Associates, Inc., which merger was completed on February 11, 2008 (the “Merger”).  In connection with the Merger, each share of MMC common stock was converted into the right to receive one share of the Common Stock.

 

On February 20, 2008, 500 shares of Common Stock were acquired by the Partnership in an open market transaction, using personal funds then available to the Partnership.  On February 21, 2008, 1,000 shares of Common Stock were acquired by the Partnership in an open market transaction, using personal funds then available to the Partnership.

 

The Reporting Party controls the Partnership, which acquired 1,185,168 shares of Common Stock pursuant to the Merger and 1,500 shares pursuant to open market transactions.  Thus, as a result of the Merger, the Reporting Party indirectly beneficially owns 1,186,668 shares of Common Stock.

 

Stock options to purchase 1,059,437 shares of Common Stock were acquired in exchange for stock options to purchase an equal number of shares of MMC held by the Reporting Party before the Merger.  In connection with the Merger, each stock option of MMC was converted into the right to receive an equal number of shares of the Common Stock.  The stock options to purchase 1,059,437 shares of Common Stock will be fully vested as of April 14, 2008.  Since these options are exercisable within 60 days, the Reporting Party is deemed to directly beneficially own 1,059,437 shares of Common Stock.

Item 4.

Purpose of Transaction

 

The Reporting Party has acquired all of the shares of Common Stock for investment purposes and has no plan or proposal thereto relates to or would result in any of the events or transactions described in Items 4(a) through 4(j) of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

 

The Reporting Party is deemed to directly beneficially own 1,059,437 shares of Common Stock and indirectly beneficially own 1,186,668 shares of Common Stock.  The 2,246,105 shares of Common Stock beneficially owned by the Reporting Party constitutes 13.8% of the Issuer’s outstanding shares of Common Stock, based upon 15,179,383 shares of Common Stock outstanding as of February 11, 2008 and calculated in accordance with Rule 13d-3(d).  The Reporting Party has sole power to vote and dispose of the shares of Common Stock he is deemed to directly beneficially own, and has shared power to vote and dispose, with his spouse, the shares of Common Stock he is deemed to indirectly own.

 

Except for the shares of Common Stock acquired pursuant to the Merger and in the open market transactions (as described in Item 3 of this report), no transaction in the Common Stock of the Issuer was effected by the Reporting Party during the past 60 days.

 

No other person is known by the Reporting Party to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock subject to this report.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The Reporting Party does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, the division of profits or losses or the giving or withholding of proxies.

 

 

Item 7.

Material to be Filed as Exhibits

 

None

 

3



 

CUSIP No.   57682A 102

 

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.

 

 

February 27, 2008

 

Date

 


/s/ Robert W. Walker

 

Signature

 


Robert W. Walker, individually

 

Name/Title

 

4


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