-----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, Enhx2q4RD1cUwHSaNA6ue5kEEnUEAeE6IdyYXxa5/qwF0FFGMV2PgYmpUafVGGyG MMG6SdjAU6AunkI4M6pQqw== 0001019687-05-002103.txt : 20050803 0001019687-05-002103.hdr.sgml : 20050803 20050802191423 ACCESSION NUMBER: 0001019687-05-002103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OUTDOOR CHANNEL HOLDINGS INC CENTRAL INDEX KEY: 0000760326 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 330074499 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79774 FILM NUMBER: 05993451 BUSINESS ADDRESS: STREET 1: 43445 BUSINESS PARK DRIVE STREET 2: SUITE 113 CITY: TEMECULA STATE: CA ZIP: 92590 BUSINESS PHONE: 951-699-4749 MAIL ADDRESS: STREET 1: 43445 BUSINESS PARK DRIVE STREET 2: SUITE 113 CITY: TEMECULA STATE: CA ZIP: 92590 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL OUTDOORS INC DATE OF NAME CHANGE: 19960729 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL RESOURCES INC /AK/ DATE OF NAME CHANGE: 19950815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER RAY V CENTRAL INDEX KEY: 0001303235 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (909) 699-4749 MAIL ADDRESS: STREET 1: C/O OUTDOOR CHANNEL HOLDINGS, INC. STREET 2: 43445 BUSINESS PARK DRIVE, SUITE 113 CITY: TEMECULA STATE: CA ZIP: 92590 SC 13D/A 1 miller_13da1-070105.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* OUTDOOR CHANNEL HOLDINGS, INC. ------------------------------ (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 690027206 -------------- (CUSIP Number) Ray V. Miller c/o Outdoor Channel Holdings, Inc. 43445 Business Park Drive, Suite 113 Temecula, California 92590 (951) 699-4749 -------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2005 ------------------ (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(f) or 13d-1(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 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 purposes of Section 18 of the Securities Exchange Act of 1934 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. 690027206 Page 2 of 4 Pages - ------------------------------ ------------------------- - ------------ ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Ray V. Miller - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS 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 - ------------ ------------------------------------------------------------------- - ------------------------- ---------- ------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 631,534 (which includes 350,050 shares OWNED BY of common stock, $.001 par value EACH ("Issuer Common Stock"), of Outdoor REPORTING Channel Holdings, Inc., a Delaware PERSON corporation ("Issuer"), held WITH individually and options to purchase 281,484 shares from the Issuer) - ------------------------- ---------- ------------------------------------------- 8 SHARED VOTING POWER 96,250 (all of which shares are held by the Reporting Person's wife) - ------------------------- ---------- ------------------------------------------- 9 SOLE DISPOSITIVE POWER 631,534 (which includes 350,050 shares held individually and options to purchase 281,484 shares from the Issuer) - ------------------------- ---------- ------------------------------------------- 10 SHARED DISPOSITIVE POWER 96,250 (all of which shares are held by the Reporting Person's wife) - ------------------------- ---------- ------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 727,784 (see Item 5 of this Schedule 13D) - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% (based upon 23,848,448 shares outstanding as of July 1, 2005, and treating as outstanding 281,484 shares issuable to the Reporting Person upon the exercise of options which are exercisable on July 1, 2005 or within 60 days thereafter). - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------ ------------------------------------------------------------------- SCHEDULE 13D This Amendment No. 1 (this "Amendment") amends the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission on November 3, 2004 on behalf of Ray V. Miller (the "Reporting Person"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Original Schedule 13D. This Amendment is being filed in order to amend and restate Item 5 of the Original Schedule 13D in its entirety in connection with the sale of Issuer Common Stock by the Reporting Person and the issuance of additional shares by the Issuer. The reported numbers of shares in this Amendment are reported as of July 1, 2005. This filing shall not be deemed an admission by the Reporting Person of beneficial ownership for any purposes other than the filing of this Amendment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to provide as follows: (a) The Reporting Person may be deemed to beneficially own 727,784 shares of Issuer Common Stock, which shares constitute 3.0% of the total class. These shares include 350,050 shares held individually, options to purchase 281,484 shares from the Issuer, and 96,250 shares held by the Reporting Person's wife. The percentage of shares which may be deemed to be beneficially owned by the Reporting Person is based upon 23,848,448 shares outstanding as of July 1, 2005, and treating as outstanding 281,484 shares issuable to the Reporting Person upon the exercise of options which are exercisable on July 1, 2005 or within 60 days thereafter. (b) (i) sole power to vote or direct the vote: 631,534 shares (ii) shared power to vote or direct the vote: 96,250 shares (iii) sole power to dispose or direct the disposition: 631,534 shares (iv) shared power to dispose or direct the disposition: 96,250 shares (c) On July 1, 2005, the Reporting Person exercised an option to purchase 236,251 shares of Issuer Common Stock for $0.9231 per share and sold such shares at a price of $12.69 per share (after taking into account the underwriters' discounts) in connection with a firm underwritten public offering of Issuer Common Stock ("Offering"). The Issuer also issued additional shares in connection with the Offering. Page 3 of 4 On July 13, 2005, the Reporting Person exercised an option to purchase 182,265 shares of Issuer Common Stock for $0.9231 per share and sold such shares at a price of $12.69 per share (after taking into account the underwriters' discounts) in connection with the exercise of the over-allotment option granted to the Underwriters in the Offering. (d) Not applicable. (e) On July 1, 2005, the Reporting Person ceased to be the beneficial owner of more than five percent of Issuer Common Stock. 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. Date: August 2, 2005 /s/ Ray V. Miller -------------------------- RAY V. MILLER Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----