0001193125-12-326974.txt : 20120801 0001193125-12-326974.hdr.sgml : 20120801 20120801060959 ACCESSION NUMBER: 0001193125-12-326974 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120801 DATE AS OF CHANGE: 20120801 GROUP MEMBERS: ABACUS TRUSTEES (GIBRALTAR) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIT digital, Inc. CENTRAL INDEX KEY: 0001076700 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 113447894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79385 FILM NUMBER: 12998337 BUSINESS ADDRESS: STREET 1: 26 WEST 17TH STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 6465534845 MAIL ADDRESS: STREET 1: 26 WEST 17TH STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: ROO GROUP INC DATE OF NAME CHANGE: 20040312 FORMER COMPANY: FORMER CONFORMED NAME: VIRILITEC INDUSTRIES INC DATE OF NAME CHANGE: 19990326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zivar Investments Ltd CENTRAL INDEX KEY: 0001476042 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GENEVA PLACE, 2ND FLOOR STREET 2: 333 WATERFRONT DRIVE CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00 BUSINESS PHONE: 350-200-73520 MAIL ADDRESS: STREET 1: GENEVA PLACE, 2ND FLOOR STREET 2: 333 WATERFRONT DRIVE CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00 SC 13G/A 1 d389076dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No. 2)

Under the Securities Exchange Act of 1934

 

 

 

KIT digital, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

482470200

(CUSIP Number)

 

May 15, 2012

(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 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. 482470200    

 

  1.   

NAMES OF REPORTING PERSONS

 

Zivar Investments Ltd.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

1,998,880 (See Item 4(A))

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

1,998,880 (See Item 4(A))

  9.

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,998,880 (See Item 4(A))

10.

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11.

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.64% (See Item 4(A) and 4(B))

12.

  

TYPE OF REPORTING PERSON

 

FI

 

 

(Page 2 of 9 Pages)

CUSIP NO. 482470200    

 

  1.   

NAMES OF REPORTING PERSONS

 

Abacus Trustees (Gibraltar) Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Gibraltar

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

1,998,880 (See Item 4(A))

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

1,998,880 (See Item 4(A))

  9.

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,998,880 (See Item 4(A))

10.

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11.

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.64% (See Item 4(A) and 4(B))

12.

  

TYPE OF REPORTING PERSON

 

FI

 

 

(Page 3 of 9 Pages)

Item 1.

 

  (a) Name of issuer:
    KIT digital, Inc.

 

  (b) Address of issuer’s principal executive offices:
    26th West 17th Street, 2nd Floor
    New York, NY 10011

 

Item 2.

 

  (a) 2(a) Name of person filing:
    This Schedule 13G is jointly filed by Zivar Investments Ltd. (“Zivar”) and Abacus Trustees (Gibraltar) Limited (“Abacus”).

 

  (b) Address or principal business office or, if none, residence:
    The address of Zivar is Geneva Place, 2nd Floor, 333 Waterfront Drive, Road Town, Tortola, British Virgin Islands. The address of Abacus is 10/8 International Commercial Centre, Casemates Square, Gibraltar.

 

  (c) Citizenship:
    Zivar is a corporation organized under the laws of the British Virgin Islands. Abacus is a corporation organized under the laws of Gibraltar.

 

  (d) Title of class of securities:
    Common Stock, par value $0.0001

 

  (e) CUSIP No.:
    482470200

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is 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 Rule 13d-1(b)(1)(ii)(E);
(f)    ¨    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)    ¨    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(Page 4 of 9 Pages)

(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 with Rule 13d-1(b)(1)(ii)(J).
   Not applicable.

 

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:
    1,998,880 shares of Common Stock *

 

  (b) Percent of class:
    3.64% (based on 47,941,040 shares of Common Stock outstanding as of May 14, 2012, as reported on the Form 10-Q filed by the issuer on May 15, 2012)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote
    0

 

  (ii) Shared power to vote or to direct the vote
    1,998,880 shares of Common Stock *

 

  (iii) Sole power to dispose or to direct the disposition of
    0

 

  (iv) Shared power to dispose or to direct the disposition of
    1,998,880 shares of Common Stock *

 

* Abacus is the sole shareholder and Trustee of the trust that owns Zivar and may be deemed to have voting and investment power over the shares of the Issuer held directly by Zivar. Abacus disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

 

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  x.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit 99.1.

 

(Page 5 of 9 Pages)

Item 8. Identification and Classification of Members of the Group.

The reporting persons are filing this Schedule 13G jointly, but not as a group, and each of them expressly disclaims membership in a group within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended. See Exhibit 99.2.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

By signing below each of the undersigned certifies that, to the best of its 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.

 

(Page 6 of 9 Pages)

Signature

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 31, 2012

 

ZIVAR INVESTMENTS LTD
By:   Abacus (Gibraltar) Limited
Its:   Corporate Director
By:  

/s/ Paul Bowling

  Paul Bowling, Authorized Signatory

ABACUS TRUSTEES (GIBRALTAR)

LIMITED

By:  

/s/ Paul Bowling

  Paul Bowling, Director

 

(Page 7 of 9 Pages)

EX-99.1 2 d389076dex991.htm ITEM 7 INFORMATION Item 7 Information

Exhibit 99.1

ITEM 7 INFORMATION

Abacus is the sole shareholder and Trustee of the trust that owns Zivar and may be deemed to have voting and investment power over the shares of the Issuer held directly by Zivar. Abacus disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

 

(Page 8 of 9 Pages)

EX-99.2 3 d389076dex992.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them in a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of KIT digital, Inc., a Delaware corporation, and that this agreement shall be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the 31st day of July, 2012.

 

ZIVAR INVESTMENTS LTD
By:   Abacus (Gibraltar) Limited
Its:   Corporate Director
By:  

/s/ Paul Bowling

  Paul Bowling, Authorized Signatory

ABACUS TRUSTEES (GIBRALTAR)

LIMITED

By:  

/s/ Paul Bowling

  Paul Bowling, Director

 

(Page 9 of 9 Pages)