0001193125-15-217311.txt : 20150609 0001193125-15-217311.hdr.sgml : 20150609 20150609092435 ACCESSION NUMBER: 0001193125-15-217311 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150609 DATE AS OF CHANGE: 20150609 GROUP MEMBERS: MR. ZVI RHINE GROUP MEMBERS: SABRA CAPITAL PARTNERS, LLC GROUP MEMBERS: SABRA INVESTMENTS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cinedigm Corp. CENTRAL INDEX KEY: 0001173204 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223720962 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79352 FILM NUMBER: 15919930 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-206-8600 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: Cinedigm Digital Cinema Corp. DATE OF NAME CHANGE: 20091006 FORMER COMPANY: FORMER CONFORMED NAME: Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp. DATE OF NAME CHANGE: 20081202 FORMER COMPANY: FORMER CONFORMED NAME: ACCESS INTEGRATED TECHNOLOGIES INC DATE OF NAME CHANGE: 20020509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEZ RONALD L CENTRAL INDEX KEY: 0000942801 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 219 E. LAKE SHORE DRIVE CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 d939922dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

CINEDIGM CORP.

(Name of Issuer)

 

 

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

172406100

(CUSIP Number)

Barry L. Fischer

Thompson Coburn LLP

55 East Monroe Street

Suite 3700

Chicago, IL 60603

(312) 346-7500

Zvi Rhine

Sabra Capital Partners, LLC

2301 E. Ontario Street, Suite 2301

Chicago, Illinois 60611

(847) 414-4371

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

June 9, 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 Rule 13d-1(e), (f) or (g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are being 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 (the “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).

 

 

 

13D

 

CUSIP No. 172406100 Page 2 of 7 Pages

 

  1 

Names of reporting person

 

Individual Retirement Accounts for the benefit of Ronald L. Chez, the Chez Family Foundation and Ronald L. Chez Individually

  2

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds (see instructions)

 

    PF

  5

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

   7 

Sole voting power

 

    6,530,398

  8

Shared voting power

 

    0

  9

Sole dispositive power

 

    6,530,398

10

Shared dispositive power

 

    0

11

Aggregate amount beneficially owned by each reporting person

 

    6,530,398

12

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    8.4%(1)

14

Type of reporting person (see instructions)

 

    IN

 

(1)  See Item 5.

13D

 

CUSIP No. 172406100 Page 3 of 7 Pages

 

  1 

Name of reporting person

 

Sabra Investments, LP

  2

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds

 

    WC

  5

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

   7 

Sole voting power

 

    0

  8

Shared voting power

 

    1,122,500 (including warrants to acquire 52,500 shares)

  9

Sole dispositive power

 

    0

10

Shared dispositive power

 

    1,122,500 (including warrants to acquire 52,500 shares)

11

Aggregate amount beneficially owned by reporting person

 

    1,122,500 (including warrants to acquire 52,500 shares)

12

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    1.5%(1)

14

Type of reporting person

 

    PN

 

(1)  See Item 5.

13D

 

CUSIP No. 172406100 Page 4 of 7 Pages

 

  1 

Name of reporting person

 

Sabra Capital Partners, LLC

  2

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds

 

    WC

  5

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    Illinois

Number of

shares

beneficially

owned by

each

reporting

person

with

 

   7 

Sole voting power

 

    0

  8

Shared voting power

 

    74,000

  9

Sole dispositive power

 

    0

10

Shared dispositive power

 

    74,000

11

Aggregate amount beneficially owned by reporting person

 

    74,000

12

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    0.1%(1)

14

Type of reporting person

 

    OO

 

(1)  See Item 5.

13D

 

CUSIP No. 172406100 Page 5 of 7 Pages

 

  1 

Name of reporting person

 

Mr. Zvi Rhine

  2

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  3

SEC use only

 

  4

Source of funds

 

    PF

  5

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

  6

Citizenship or place of organization

 

    United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

   7 

Sole voting power

 

    500,350 (including warrants to acquire 26,250 shares)

  8

Shared voting power

 

    0

  9

Sole dispositive power

 

    500,350 (including warrants to acquire 26,250 shares)

10

Shared dispositive power

 

    0

11

Aggregate amount beneficially owned by reporting person

 

    500,350 (including warrants to acquire 26,250 shares)

12

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

13

Percent of class represented by amount in Row (11)

 

    0.7%(1)

14

Type of reporting person

 

    IN

 

(1)  See Item 5.

13D

 

CUSIP No. 172406100 Page 6 of 7 Pages

Pursuant to Rule 13d-2 of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned reporting persons (collectively, the “Reporting Persons”) hereby amend their statement on Schedule 13D dated June 3, 2015 (the “Schedule 13D”) regarding the Class A Common Stock, par value $0.001 per share, of Cinedigm Corp., a Delaware corporation (the “Company”). This statement constitutes Amendment No. 1 to the Schedule 13D. Unless otherwise indicated herein, there are no other changes to the information set forth in the Schedule 13D.

 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following:

On June 9, 2015, the Reporting Persons issued a press release regarding the Company (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

Item 5.I.(c) of the Schedule 13D is hereby amended and restated to read as follows:

(c) Since the filing of the Schedule 13D, the Chez Reporting Person has not entered into any transactions in the Common Stock.

Item 5.II.(c) of the Schedule 13D is hereby amended and restated to read as follows:

(c) Since the filing of the Schedule 13D, none of the Sabra Reporting Persons have entered into any transactions in the Common Stock.

 

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1    Press Release dated June 9, 2015

 

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 June 9, 2015

 

By:

/s/ Barry Fischer

Barry L. Fischer, attorney-in-fact for
Ronald L. Chez
SABRA INVESTMENTS, LP
by Sabra Capital Partners, LLC, its general partner

/s/ Barry Fischer

Barry Fischer, attorney-in-fact for Zvi Rhine, Principal
SABRA CAPITAL PARTNERS, LLC

/s/ Barry Fischer

Barry Fischer, attorney-in-fact for Zvi Rhine, Principal

/s/ Barry Fischer

Barry Fischer, attorney-in-fact for Zvi Rhine
 EX-99.1 2 d939922dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CHEZ / SABRA GROUP PROVIDES UPDATE

REGARDING CINEDIGM CORP. DIRECTORS

June 9, 2015

The Chez / Sabra group is reporting on the status of its efforts to provide enhanced stockholder value at Cinedigm Corp. (NASDAQ: CIDM).

“We have been speaking with what we believe to be the largest stockholders of Cinedigm,” said Ronald L. Chez. “In those discussions, we have found nearly unanimous support to overhaul the board with new directors, including the appointment of Mr. Zvi Rhine and myself as two permanent replacement directors for Cinedigm, with me also to be appointed as the non-executive chairman of the Board of Cinedigm.”

“There is a groundswell of support for a Board of Directors responsive to the stockholders of Cinedigm to work to unlock the significant unrealized opportunities associated with the Company,” Mr. Chez continued.

Added Zvi Rhine of Sabra Capital Partners, “We are committed to representing the stockholder base and bringing an entrepreneurial mentality to Cinedigm, along with a focus on accountability.”

The Chez / Sabra group is currently determining how to fill the remaining open positions on the Board. While the group remains critical of Cinedigm’s hiring of Korn Ferry to help it search for new board candidates as wasteful and a way to divert the stockholders’ legitimate concerns regarding Cinedigm, the group is willing to consider whether candidates suggested by Korn Ferry should be considered for the remaining seats on Cinedigm’s Board. Should you, as a Cinedigm stockholder have an interest in the foregoing, please contact the group through Barry Fischer at 312-580-2233 or BFfischer@thompsoncoburn.com.

*****

This press release is not a solicitation of any action by stockholders of Cinedigm Corp. If a proxy statement is completed and filed, stockholders are advised to read the proxy statement when it becomes available because it will contain important information, and stockholders should rely on such proxy statement and not on this press release. The proxy statement, if filed, will be available for free at the SEC’s website at http://www.sec.gov.