0000904454-12-000385.txt : 20120808 0000904454-12-000385.hdr.sgml : 20120808 20120807181926 ACCESSION NUMBER: 0000904454-12-000385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120808 DATE AS OF CHANGE: 20120807 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79385 FILM NUMBER: 121014622 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: Costa Brava Partnership III LP CENTRAL INDEX KEY: 0001319959 IRS NUMBER: 043387028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-595-4400 MAIL ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 s13da_080712-kitdigital.htm AMENDMENT 4 TO SCHED 13D FOR KIT DIGITAL BY COSTA BRAVA PARTNERSHIP III s13da_080712-kitdigital.htm
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
KIT digital, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
482470200
(CUSIP Number)
 
Seth W. Hamot
Costa Brava Partnership III L.P.
222 Berkeley Street
Boston, MA 02116
(617) 595-4400
 
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
with copies to:
 
Jeffrey R. Katz, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
 
August 7, 2012
(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.  ¨
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).


 
 
 


1.
NAME OF REPORTING PERSON
 
Costa Brava Partnership III L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  04-3387028
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
3,800,000
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
3,800,000
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,800,000
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%*
14.
TYPE OF REPORTING PERSON
PN
* Based on 54,941,040 shares outstanding as of June 15, 2012, as reported in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on June 18, 2012.

 
 
 


1.
NAME OF REPORTING PERSON
 
Roark, Rearden & Hamot, LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  10-0000708
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
3,800,000*
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
3,800,000*
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,800,000*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%**
14.
TYPE OF REPORTING PERSON
OO
* Represents shares directly held by Costa Brava Partnership III L.P.
** Based on 54,941,040 shares outstanding as of June 15, 2012, as reported in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on June 18, 2012.

 
 
 


1.
NAME OF REPORTING PERSON
 
Seth W. Hamot
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
WC
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
3,932,000*
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
3,932,000*
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,932,000*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%**
14.
TYPE OF REPORTING PERSON
IN, HC
* Includes (i) 3,800,000 shares held by Costa Brava Partnership III L.P.; (ii) 74,000 shares held directly by Mr. Hamot in his IRA account; and (iii) 58,000 shares held in two trusts for the benefit of Mr. Hamot’s children.
** Based on 54,941,040 shares outstanding as of June 15, 2012, as reported in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on June 18, 2012.

 
 
 

AMENDMENT NO. 4 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on April 27, 2012, Amendment No. 1 thereto filed on May 16, 2012, Amendment No. 2 thereto filed on June 8, 2012, and Amendment No.3 thereto filed on June 18, 2012 (as so amended, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:


Item 4.
Purpose of Transaction

Item 4 is hereby amended to add the following:

The Reporting Persons have entered into a Standstill Agreement with the Issuer (together with a separate investor in the Issuer, JEC Capital Partners, LLC), dated as of August 7, 2012 (the “Standstill Agreement”). A copy of the Standstill Agreement is filed herewith as Exhibit 1 and is incorporated herein by reference. Pursuant to the Standstill Agreement, among other things, Seth W. Hamot was elected to the Board of Directors of the Issuer.

The Issuer issued a press release on August 7, 2012 (the “Press Release”) announcing the Standstill Agreement. A copy of the Press Release is filed herewith as Exhibit 2 and is incorporated herein by reference.

Except as set forth above, as of the date of this filing none of the Reporting Persons have any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4.

Item 5.
Interest in Securities of Issuer
 
 
Item 5 is hereby amended as follows:
 
(a)  The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 4 to Schedule 13D.
 
(c)  Since the last Schedule 13D filing on June 18, 2012:
 
  (i)  a trust for the benefit of one of Seth W. Hamot’s children has purchased Common Stock in open market transactions as follows:


Date
Number of Shares
Price per Share
 
June 20, 2012
6,000
$4.23

  (ii)  Costa Brava Partnership III, L.P. has purchased Common Stock in open market transactions as follows:

Date
Number of Shares
Price per Share
 
July 3, 2012
19,500
$4.43
July 5, 2012
57,300
$4.48
July 6, 2012
22,400
$4.38
July 9, 2012
26,700
$4.35
July 10, 2012
23,300
$4.27
July 11, 2012
38,200
$4.18
July 12, 2012
11,800
$4.13
July 16, 2012
50,800
$4.20
July 20, 2012
100,000
$3.64
July 23, 2012
25,000
$3.55
July 26, 2012
25,000
$3.41
July 27, 2012
50,000
$3.56
July 30, 2012
100,000
$3.42


Item 6.
 
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended as follows:

Pursuant to the Standstill Agreement, among other things, the Reporting Persons have agreed to vote and cause to be voted all shares the Reporting Persons own according to the terms described in the Standstill Agreement while the period described in the Standstill Agreement remains applicable.

 Item 7.
Material to be Filed as Exhibits
 
Exhibit No.                              Description
 
1.
Standstill Agreement, dated August 7, 2012, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 7, 2012.
 
2.
Press Release, dated August 7, 2012, incorporated by reference to Exhibit 99.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 7, 2012.

 
 
 


Signature
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  August 7, 2012
 

 
COSTA BRAVA PARTNERSHIP III L.P.
 
 
By:
Roark, Rearden & Hamot, LLC, its General Partner
 
By:
/s/ Seth W. Hamot
   
Name:  Seth W. Hamot
Title:  President
 
 
 
ROARK, REARDEN & HAMOT, LLC
 
 
By:
/s/ Seth W. Hamot
   
Name:  Seth W. Hamot
Title:  President
 
 
 
SETH W. HAMOT
 
 
By:
/s/ Seth W. Hamot