-----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, JUIIIw16JwkEs0HCUsb3G8qPP9BmU+MjRwqGrT67mbK+6YUZjl1NA5Q3ut5CP3oO sfic84uW149cNP8xbfiqUA== 0000919574-10-000505.txt : 20100202 0000919574-10-000505.hdr.sgml : 20100202 20100202153744 ACCESSION NUMBER: 0000919574-10-000505 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100202 DATE AS OF CHANGE: 20100202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Smith David E CENTRAL INDEX KEY: 0001378591 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 888 LINDA FLORA DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zoo Entertainment, Inc CENTRAL INDEX KEY: 0001326652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83159 FILM NUMBER: 10566796 BUSINESS ADDRESS: STREET 1: C/O ZOO PUBLISHING, INC. STREET 2: 3805 EDWARDS ROAD, SUITE 605 CITY: CINCINNATI, STATE: OH ZIP: 45209 BUSINESS PHONE: 513.824.8297 MAIL ADDRESS: STREET 1: C/O ZOO PUBLISHING, INC. STREET 2: 3805 EDWARDS ROAD, SUITE 605 CITY: CINCINNATI, STATE: OH ZIP: 45209 FORMER COMPANY: FORMER CONFORMED NAME: Driftwood Ventures, Inc. DATE OF NAME CHANGE: 20050510 SC 13D 1 d1068778_13-d.htm d1068778_13-d.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No.)*
 
 
Zoo Entertainment, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
98978F108
(CUSIP Number)
 
 
David E. Smith
c/o Coast Asset Management, LLC
2450 Colorado Ave., Suite 100 E. Tower
Santa Monica, CA  90404
310-576-3502
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
 
January 15, 2010
(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 ss.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 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.
98978F108
    
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
David E. Smith
  
     
 
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 of America
  
     
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
 
7.
SOLE VOTING POWER
  
 
0(1)
  
     
 
8.
SHARED VOTING POWER
  
 
2,458,657
  
     
 
9.
SOLE DISPOSITIVE POWER
 
0(1)
  
     
 
10.
SHARED DISPOSITIVE POWER
  
[_]
 
2,458,657
  
     
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
 
2,458,657(1)
  
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES*
  
     
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
11.9%(1)
  
     
 
14.
TYPE OF REPORTING PERSON*
  
 
IN
  
     
     
 
(1) In addition to the 2,458,657 shares reported above, as of December 16, 2009, Mr. Smith owns 500,000 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares") at a price per share equal to $2.50. The Preferred Shares will automatically convert into 500,000,000 shares of Common Stock immediately upon the effectiveness of the filing of an amendment to Zoo Entertainment, Inc.'s Certificate of Incorporation, authorizing a sufficient number of shares of common stock to permit the conversion of the Preferred Shares, at a conversion price of 1,000 shares of common stock for one Preferred Share (the Conversion"). Following the Conversion, David E. Smith may be deemed to be the beneficial owner of 502,458,657 Common Stock, constituting 15.6% of the Common Stock of the Issuer, based upon 3,220,063,429 Common Stock outstanding, as assumed by the Issuer in the Form S-1 filed with the Securities and Exchange Commission on December 22, 2009.  For purposes of this calculation, we have assumed that all of the issued and outstanding shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock will automatically convert to common stock upon the effectiveness of the filing of an amendment to Zoo Entertainment, Inc.'s Certificate of Incorporation.
  
 

 
 
 

 
CUSIP No.
98978F108
    
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Coast Investment Management, LLC
  
     
 
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
  
 
0
  
     
 
8.
SHARED VOTING POWER
  
 
2,458,657
  
     
 
9.
SOLE DISPOSITIVE POWER
 
0
  
     
 
10.
SHARED DISPOSITIVE POWER
  
[_]
 
2,458,657
  
     
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
 
2,458,657
  
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES*
  
     
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.8%
  
     
 
14.
TYPE OF REPORTING PERSON*
  
 
OO
  
     
     
     
 

 
 
 

 
CUSIP No.
98978F108
    
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
The Coast Fund, LP
  
     
 
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
  
 
Cayman Islands
  
     
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
 
7.
SOLE VOTING POWER
  
 
0
  
     
 
8.
SHARED VOTING POWER
  
 
2,458,657
  
     
 
9.
SOLE DISPOSITIVE POWER
 
0
  
     
 
10.
SHARED DISPOSITIVE POWER
  
[_]
 
2,458,657
  
     
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
 
2,458,657
  
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES*
  
     
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.8%
  
     
 
14.
TYPE OF REPORTING PERSON*
  
 
PN
  
     
     
     
 

 
 
 

 
CUSIP No.
98978F108
    
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Coast Medina, LLC
  
     
 
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
  
 
0
  
     
 
8.
SHARED VOTING POWER
  
 
2,458,657
  
     
 
9.
SOLE DISPOSITIVE POWER
 
0
  
     
 
10.
SHARED DISPOSITIVE POWER
  
[_]
 
2,458,657
  
     
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
 
2,458,657
  
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  
 
CERTAIN SHARES*
  
     
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.8%
  
     
 
14.
TYPE OF REPORTING PERSON*
  
 
OO
  
     
     
     
 

 
 
 

 
 
CUSIP No.
98978F108
    
     
 
Item 1.
Security and Issuer.
  
 
 
Zoo Entertainment, Inc. (the "Issuer"), Common Stock, $0.001 par value (the "Common Stock").
 
The principal executive offices of the Issuer are located at 2121 Avenue of the Stars, Suite 2550, Los Angeles, CA  90067.
  
     
     
 
Item 2.
Identity and Background.
  
 
 
(a-c,f)
This Schedule 13D is being filed by David E. Smith, Coast Investment Management, LLC ("Coast Investment Management"), The Coast Fund, LP ("The Coast Fund") and Coast Medina, LLC ("Coast Medina").  Each of David E. Smith, Coast Investment Management, The Coast Fund and Coast Medina may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons".
 
David E. Smith is the managing member of Coast Investment Management. Coast Investment Management is the general partner of The Coast Fund. The Coast Fund is the sole member of Coast Medina.
 
The Coast Fund is a Cayman Islands limited partnership. Each of Coast Investment Management and Coast Medina is a Delaware limited liability company. David E. Smith is a United States citizen. The principal business address for each of David E. Smith, Coast Investment Management, The Coast Fund and Coast Medina is 2450 Colorado Ave., Suite 100 E. Tower, Santa Monica, CA 90404.
 
  
 
(d)
David E. Smith has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
  
       
 
(e)
None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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.
  
 
 
David E. Smith owns the Common Stock for general investment purposes. The consideration given for the purchase of the Common Stock was personal funds.
 
  
     
 
Item 4.
Purpose of Transaction.
  
 
 
On December 14, 2009, the Board of Directors (the "Board") of the Issuer appointed David E. Smith as a director of the Issuer, to fill the existing vacancy on the Board.
 
  
 
On January 15, 2010, Coast Medina received 2,458,657 shares of Common Stock as a result of a pro rata, in-kind distribution from a hedge fund investment. These securities were not directly received by David E. Smith, but are in the process of being transferred into his personal account. 

The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth herein, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

  
 
 
 
  
 
Item 5.
Interest in Securities of the Issuer.
  
     
 
(a,b)
As of the date hereof David E. Smith may be deemed to be the beneficial owner of 2,458,657(1) Common Stock, constituting 11.9%(1) of the Common Stock of the Issuer, based upon 31,624,429 Common Stock outstanding as of November 17, 2009, according to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 23, 2009.
 
David E. Smith has the sole power to vote or direct the vote of 0(1) Common Stock; has the shared power to vote or direct the vote of 2,458,657(1) Common Stock; has sole power to dispose or direct the disposition of 0(1) Common Stock; and has shared power to dispose or direct the disposition of 2,458,657(1) Common Stock.
  
 
 
(a,b)
As of the date hereof, the Coast Investment Management may be deemed to be the beneficial owner of 2,458,657 Common Stock, constituting 7.8% of the Common Stock of the Issuer, based upon 31,624,429 Common Stock outstanding as of November 17, 2009, according to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 23, 2009.
 
Coast Investment Management has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 2,458,657 Common Stock; has sole power to dispose or direct the disposition of 0 Common Stock; and has shared power to dispose or direct the disposition of 2,458,657 Common Stock.
  
 
 
 
 
(a,b)
As of the date hereof, The Coast Fund may be deemed to be the beneficial owner of 2,458,657 Common Stock, constituting 7.8% of the Common Stock of the Issuer, based upon 31,624,429 Common Stock outstanding as of November 17, 2009, according to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 23, 2009.
 
The Coast Fund has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 2,458,657 Common Stock; has sole power to dispose or direct the disposition of 0 Common Stock; and has shared power to dispose or direct the disposition of 2,458,657 Common Stock.
  
       
 
(a,b)
As of the date hereof, Coast Medina may be deemed to be the beneficial owner of 2,458,657 Common Stock, constituting 7.8% of the Common Stock of the Issuer, based upon 31,624,429 Common Stock outstanding as of November 17, 2009, according to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 23, 2009.
 
Coast Medina has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 2,458,657 Common Stock; has sole power to dispose or direct the disposition of 0 Common Stock; and has shared power to dispose or direct the disposition of 2,458,657 Common Stock.
 
 
(1) As of December 16, 2009, Mr. Smith owns 500,000 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares") at a price per share equal to $2.50. The Preferred Shares will automatically convert into 500,000,000 shares of Common Stock immediately upon the effectiveness of the filing of an amendment to Zoo Entertainment, Inc.'s Certificate of Incorporation, authorizing a sufficient number of shares of common stock to permit the conversion of the Preferred Shares, at a conversion price of 1,000 shares of common stock for one Preferred Share (the Conversion"). Following the Conversion, David E. Smith may be deemed to be the beneficial owner of 502,458,657 Common Stock, constituting 15.6% of the Common Stock of the Issuer, based upon 3,220,063,429 Common Stock outstanding, as assumed by the Issuer in the Form S-1 filed with the Securities and Exchange Commission on December 22, 2009.  For purposes of this calculation, we have assumed that all of the issued and outstanding shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock will automatically convert to common stock upon the effectiveness of the filing of an amendment to Zoo Entertainment, Inc.'s Certificate of Incorporation.
 
  
 
(c)
The trading dates, number of Common Stock purchased and sold and price per Common Stock for all transactions and distributions in the Common Stock by the Reporting Persons in the past sixty days are set forth in Exhibit B.
 
  
       
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
  
 
to Securities of the Issuer.
  
     
 
On December 14, 2009, the Board of the Issuer appointed David E. Smith as a director of the Issuer, to fill the existing vacancy on the Board.
 
There are no arrangements or understandings between David E. Smith and any other person pursuant to which he was appointed as a director of the Issuer.  David E. Smith has not previously held any positions in the Issuer, and does not have family relations with any directors or executive officers of the Issuer.
 
On November 20, 2009, the Issuer entered into a Securities Purchase Agreement with, among others, David E. Smith pursuant to which the Issuer agreed to sell to certain investors in a private offering an aggregate of up to 2,000,000 shares of Preferred Shares at a price per share equal to $2.50, for gross proceeds to us of up to $5,000,000 (the "November Financing").  On November 20, 2009, the Issuer sold 400,000 Preferred Shares to David E. Smith for gross proceeds of $1,000,000.  The Preferred Shares sold to David E. Smith were issued on the same terms and conditions as the Preferred Shares sold to the other investors in the November Financing.
 
On December 16, 2009, the Issuer entered into a Securities Purchase Agreement with, among others, David E. Smith pursuant to which the Issuer agreed to sell to certain investors in a private offering the balance of the Preferred Shares that were not sold in the November Financing described above, at a price per share equal to $2.50 and on the same terms and conditions as the Preferred Shares sold in the November Financing.  On December 16, 2009, the Issuer sold 100,000 Preferred Shares to David E. Smith for gross proceeds of $250,000. The Preferred Shares sold to David E. Smith were issued on the same terms and conditions as the Preferred Shares sold to the other investors in the financing.
 
  
     
Item 7.
Material to be Filed as Exhibits.
  
     
 
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Common Stock of the Issuer
  
     
 

 
 
 

 
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 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
   
 
February 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
 
David E. Smith/Managing Member
Coast Investment Management, LLC
 
(Name/Title)
   
   
 
February 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
 
David E. Smith/Managing Member
of the general partner of The Coast Fund, LP
 
(Name/Title)
   
   
 
February 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
 
David E. Smith/Managing Member
of the general partner of
the sole member of Coast Medina, LLC
 
(Name/Title)
   
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 
 

EXHIBIT A
AGREEMENT
 
The undersigned agree that this Schedule 13D dated February 2, 2010 relating to the Common Stock of Zoo Entertainment, Inc. shall be filed on behalf of the undersigned.
 
 
February 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
   
 
February 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
 
David E. Smith/Managing Member
Coast Investment Management, LLC
 
(Name/Title)
   
   
 
February 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
 
David E. Smith/Managing Member
of the general partner of The Coast Fund, LP
 
(Name/Title)
   
   
 
February 2, 2010
 
(Date)
   
 
/s/  David E. Smith
 
(Signature)
   
 
David E. Smith/Managing Member
of the general partner of
the sole member of Coast Medina, LLC
 
(Name/Title)
   
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 
 

Exhibit B
 
 
Transactions in the Common Stock, $0.001 par value
 
TRANSACTIONS BY COAST MEDINA
 
Date of
Transaction
 
1/15/10
Number of Shares
Purchase/(Sold)
 
2,458,657
Price per Share
 
 
(1)
 
(1) Please see Item 4 of this Schedule 13D.
 
 
 
 
 
 
SK 26024 0001 1068778


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