UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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 Avenue, Suite 100, East Tower Santa Monica, California 90404 (310) 576-3502 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 8, 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 Rule 13d-1(e), 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 persons 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 | SCHEDULE 13D/A | PAGE 2 OF 14 PAGES |
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
None (See Item 5) | ||||
8 | SHARED VOTING POWER
22,551,448 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
22,551,448 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,551,448 shares (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.7% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON*
IN Individual |
* See Instructions |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 3 OF 14 PAGES |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coast Offshore Management (Cayman), Ltd. | |||||
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
None (See Item 5) | ||||
8 | SHARED VOTING POWER
2,199,418 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
2,199,418 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,418 shares (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON*
CO Corporation |
* See Instructions |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 4 OF 14 PAGES |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Coast Fund L.P. | |||||
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
None (See Item 5) | ||||
8 | SHARED VOTING POWER
2,199,418 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
2,199,418 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,418 shares (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON*
PN Limited Partnership |
* See Instructions |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 5 OF 14 PAGES |
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
None (See Item 5) | ||||
8 | SHARED VOTING POWER
None (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON*
OO Limited Liability Company |
* See Instructions |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 6 OF 14 PAGES |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shamus, 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
None (See Item 5) | ||||
8 | SHARED VOTING POWER
2,199,418 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
2,199,418 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,418 shares (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON*
OO Limited Liability Company |
* See Instructions |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 7 OF 14 PAGES |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MMB Holdings 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
None (See Item 5) | ||||
8 | SHARED VOTING POWER
20,347,369 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
20,347,369 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,347,369 shares (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.3% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON*
OO Limited Liability Company |
* See Instructions |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 8 OF 14 PAGES |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mojobear Capital 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
None (See Item 5) | ||||
8 | SHARED VOTING POWER
20,347,369 shares (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER
20,347,369 shares (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,347,369 shares (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.3% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON*
OO Limited Liability Company |
* See Instructions |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 9 OF 14 PAGES |
This Amendment No. 9 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) on February 2, 2010, as amended by (i) Amendment No. 1 thereto, filed with the SEC on March 8, 2010, (ii) Amendment No. 2 thereto, filed with the SEC on June 10, 2010, (iii) Amendment No. 3 thereto, filed with the SEC on July 26, 2011, (iv) Amendment No. 4 thereto, filed with the SEC on January 25, 2012, (v) Amendment No. 5 thereto, filed with the SEC on February 3, 2012, (vi) Amendment No. 6 thereto, filed with the SEC on March 7, 2012, (vii) Amendment No. 7 thereto, filed with the SEC on March 15, 2012, and (viii) Amendment No. 8 thereto, filed with the SEC on March 28, 2012 (together, this Schedule 13D), by certain of the Reporting Persons, with respect to the common stock, par value $0.001 per share (Common Stock), of Zoo Entertainment, Inc., a Delaware corporation (Zoo Entertainment). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 9) shall not be construed to be an admission by any person that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 2. | IDENTITY AND BACKGROUND. |
Item 2 of this Schedule 13D is hereby amended to include the following information:
Coast Medina, LLC, a Delaware limited liability company (Medina), and Shamus, LLC, a Delaware limited liability company (Shamus), are both wholly owned subsidiaries of The Coast Fund L.P., a Cayman Islands limited partnership (Coast Fund). On May 7, 2012, Coast Fund engaged in an internal restructuring which ultimately resulted in the transfer of (x) the 1,839,706 shares of Common Stock and (y) the warrants to purchase 359,712 shares of Common Stock, in each case, then held by Medina (collectively, the Medina/Shamus Shares) over to Shamus. As a result of such restructuring, (i) Medina ceased to beneficially own the Medina/Shamus Shares or any other Common Stock, (ii) Medina will thus cease to be a reporting person under this Schedule 13D, (iii) Shamus is now the holder of the Medina/Shamus Shares, and (iv) Shamus is joining as a reporting person under this Schedule 13D.
The principal business of Shamus is investment. The principal business address of Shamus is c/o Coast Asset Management, LLC, 2450 Colorado Avenue, Suite 100, East Tower, Santa Monica, California 90404.
During the last five years, Shamus has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Shamus was or is 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. |
Item 3 of this Schedule 13D is hereby amended to include the following information:
The information set forth in Item 2 above is incorporated by reference into this Item 3.
As previously disclosed in this Schedule 13D, on March 9, 2012, Zoo Entertainment, Inc., a Delaware corporation (Zoo Entertainment), Zoo Games, Inc., a Delaware corporation, Zoo Publishing, Inc., a New Jersey corporation, and indiePub, Inc., a Delaware corporation, as borrowers (collectively, the Borrowers), entered into a Loan and Security Agreement (the Loan Agreement) with MMB Holdings LLC, a Delaware limited liability company (MMB), as lender. Under the Loan Agreement, MMB may, at any time and from time to time, elect to convert all or any portion of the amounts owed under the Loan Agreement (including outstanding principal, accrued and unpaid interest, and unreimbursed costs owed by the Borrowers to MMB) into shares of Common Stock at the conversion price of $0.40 per share, subject to adjustment for stock dividends and other similar transactions.
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 10 OF 14 PAGES |
On May 8, 2012, MMB made an additional loan under the Loan Agreement to the Borrowers in the principal amount of $250,000.
The source of funds that MMB used to make such loans is working capital of MMB (including from capital provided to MMB by its owners).
ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of this Schedule 13D is hereby amended to include the following information:
The information set forth in Items 2 and 3 above is incorporated by reference into this Item 4.
On May 8, 2012, the members of MMB entered into a Redemption Agreement (the Redemption Agreement), which permits each member of MMB (the Redeeming Member) to request, after September 30, 2012, that MMB redeem all of the Redeeming Members membership interests in MMB at a redemption price equal to the liquidating distributions that the Redeeming Member would receive if MMB were dissolved and all of its assets liquidated, as reasonably determined by Mojobear Capital LLC, a Delaware limited liability company (Mojobear), in its capacity as the managing member of MMB. Under the Redemption Agreement, except as otherwise agreed between MMB and the Redeeming Member, MMB is required to use reasonable efforts to pay such redemption price in kind by distributing to the Redeeming Member an amount of Common Stock or securities or instruments exercisable for or convertible into Common Stock, in each case, that is owned by MMB and equal to such redemption price, as reasonably determined by Mojobear in its capacity as the managing member of MMB.
The foregoing description of the Redemption Agreement is qualified in its entirety by the actual text of the Redemption Agreement. The Redemption Agreement is filed as Exhibit IV to this Schedule 13D and is incorporated by reference into this Item 4.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:
(a)-(b) | MMB beneficially owns, in the aggregate, 20,347,369 shares of Common Stock (the MMB Shares), representing approximately 67.3% of the outstanding Common Stock.(1) The MMB Shares are comprised of (i) 9,394,595 shares of Common Stock receivable by MMB upon conversion pursuant to the Loan Agreement of the current outstanding principal balance owed by the Borrowers under the Loan Agreement and (ii) 10,952,775 shares of Common Stock receivable by MMB upon exercise in full of that certain warrant, dated as of March 9, 2012, executed and delivered by Zoo Entertainment in favor of MMB. |
(1) | All calculations of percentage ownership in this Schedule 13D are based on approximately (i) 9,882,031 shares of Common Stock outstanding as of April 20, 2012, as reported in the Definitive Proxy Statement on Schedule 14A filed by Zoo Entertainment with the SEC on April 20, 2012, plus (ii) in the case the ownership being reported includes options or warrants that are exercisable within 60 days, the shares issuable upon exercise of such options or warrants, plus (iii) in the case of the loans under the Loan Agreement, the shares issuable upon conversion of the outstanding principal amount of such loans pursuant to the Loan Agreement. |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 11 OF 14 PAGES |
As the managing member of MMB, Mojobear may be deemed to beneficially own the MMB Shares. Except to the extent it is deemed to beneficially own the MMB Shares, Mojobear does not beneficially own any Common Stock.
Shamus beneficially owns the Medina/Shamus Shares, which represent approximately 21.5% of the outstanding Common Stock. As the sole member of Shamus, the Coast Fund may be deemed to beneficially own the Medina/Shamus Shares. Similarly, as the managing general partner of the Coast Fund, Coast Offshore Management (Cayman), Ltd., a Cayman Islands company (Coast Offshore Management), may be deemed to beneficially own all shares of Common Stock that the Coast Fund may be deemed to beneficially own (including the Medina/Shamus Shares). Except to the extent it is deemed to beneficially own the Medina/Shamus Shares, neither the Coast Fund nor Coast Offshore Management beneficially owns any Common Stock.
As the managing member of Mojobear, Mr. Smith may be deemed to beneficially own all shares of Common Stock that Mojobear may be deemed to beneficially own (including the MMB Shares). In addition, as the president of Coast Offshore Management, Mr. Smith may be deemed to beneficially own all shares of Common Stock that Coast Offshore Management may be deemed to beneficially own (including the Medina/Shamus Shares). In addition, as the president of Coast Asset Management, LLC, a Delaware limited liability company (CAM), Mr. Smith may be deemed to beneficially own 4,661 shares of Common Stock held by CAM (the CAM Shares). Accordingly, Mr. Smith may be deemed to beneficially own, in the aggregate, 22,551,448 shares of Common Stock, representing approximately 73.7% of the outstanding Common Stock. Mr. Smith previously held options exercisable for 6,069 shares of Common Stock, but those options expired without being exercised on April 4, 2012.
MMB may be deemed to share the power to vote and dispose of the MMB Shares with Mojobear and Mr. Smith. Shamus may be deemed to share the power to vote and dispose of the Medina/Shamus Shares with the Coast Fund, Coast Offshore Management and Mr. Smith. Mr. Smith may be deemed to share the power to vote and dispose of the CAM Shares with CAM.
(c) | The information set forth in Items 2 and 3 above is incorporated by reference into this Item 5(c). |
Coast Sigma Fund, L.L.C., a Delaware limited liability company (Sigma) which was indirectly controlled by Mr. Smith, previously held 10,803 shares of the Common Stock. On March 23, 2012, Sigma made a distribution in kind of all 10,803 shares of Common Stock to Sigmas equityholders, pro rata in proportion to their indirect pecuniary interest in such Common Stock. As a result of such distribution, (i) Sigma ceased to own any Common Stock, and (ii) CAM, which is the managing member of Sigma, received the CAM Shares (with the remaining 6,142 shares of Common Stock being received by a third party that is unaffiliated with Mr. Smith, Sigma or CAM).
Item 5(e) of this Schedule 13D is hereby amended to include the following information:
(e) | The information set forth in Item 2 above is incorporated by reference into this Item 5(e). |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of this Schedule 13D is hereby amended to include the following information:
The information set forth in Item 4 above is incorporated by reference into this Item 6.
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 12 OF 14 PAGES |
Item 7. | EXHIBITS |
Item 7 of this Schedule 13D is hereby amended to include the following information:
Exhibit No. |
Description of Exhibit | |
IV | Redemption Agreement, dated as of May 8, 2012, by and among the members of MMB Holdings LLC (filed herewith). | |
V | Joint Filing Agreement, dated as of May 8, 2012, by and among David E. Smith, Coast Offshore Management (Cayman), Ltd., The Coast Fund L.P., Coast Medina, LLC, Shamus, LLC, MMB Holdings LLC, and Mojobear Capital LLC (filed herewith). |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 13 OF 14 PAGES |
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: May 11, 2012
DAVID E. SMITH | ||
/s/ David E. Smith | ||
COAST OFFSHORE MANAGEMENT (CAYMAN), LTD. | ||
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
THE COAST FUND L.P. | ||
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
COAST MEDINA, LLC | ||
By: | THE COAST FUND L.P., its sole member | |
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President |
CUSIP No. 98978F108 | SCHEDULE 13D/A | PAGE 14 OF 14 PAGES |
SHAMUS, LLC | ||
By: | THE COAST FUND L.P., its sole member | |
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
MMB HOLDINGS LLC | ||
By: | MOJOBEAR CAPITAL LLC, its managing member | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | Sole Member | |
MOJOBEAR CAPITAL LLC | ||
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | Sole Member |
Exhibit 99.4
Exhibit IV
REDEMPTION AGREEMENT
This REDEMPTION AMENDMENT (this Agreement) is executed and delivered as of May 8, 2012, by MMB Holdings LLC, a Delaware limited liability company (the Company), and each member of the Company (the Members). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company of the Agreement, dated as of March 9, 2011 (as may be amended, modified, supplemented or restated from time to time, the LLC Agreement).
1. Redemption. After September 30, 2012, each Member may request, by written notice to the Company and each other Member, that the Company redeem all of the Interests of such Member (the Redeeming Member) pursuant to this Agreement. After its receipt of such request, the Company shall use its reasonable efforts to redeem all of the Redeeming Members Interest as soon as reasonably practicable. The redemption price for such redemption (the Redemption Price) shall be equal to the amount that the Redeeming Member would receive if the Company were dissolved, all of its assets liquidated, and the proceeds thereof distributed pursuant to Section 7.2 of the LLC Agreement, as reasonably determined by the Managing Member. Except as otherwise agreed between the Company and the Redeeming Member, the Company shall use reasonable efforts to pay the Redemption Price in kind by distributing to the Redeeming Member an amount of common stock of Zoo Entertainment, Inc., a Delaware corporation (Zoo Entertainment), or securities or instruments exercisable for or convertible into such common stock, in each case, that is owned by the Company and equal to the Redemption Price, as reasonably determined by the Managing Member. In connection with any such redemption, the Redeeming Member shall deliver to the Company such customary instruments of transfer, containing such customary representations and warranties and other provisions, as are reasonably requested by the Managing Member. Upon receipt of the Redemption Price, the Redeeming Member shall cease to hold any Interests, cease to be a Member and no longer have any rights or privileges of a Member. All reasonable costs and expenses incurred by the Company or the Managing Member in connection with such redemption shall be borne by the Redeeming Member. Each Member acknowledges that (a) the Companys ability to effectuate any redemption contemplated by this Agreement may depend, in part, on the performance by the Zoo Borrowers of their obligations under the Zoo Loan Agreements, (b) any delay or failure in such performance may, in turn, delay or prevent such redemption, and (c) neither the Company nor any Member shall be deemed to be in breach of this Agreement as a result of any such delay or failure.
2. Governing Law. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES HERETO EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AND, WITHOUT LIMITATION THEREOF, THAT THE ACT AS NOW ADOPTED OR AS MAY BE HEREAFTER AMENDED SHALL, TO THE FULLEST EXTENT PERMITTED THEREIN, GOVERN THIS AGREEMENT.
3. Jurisdiction. Any action or proceeding against any party hereto relating in any way to this Agreement shall be brought and enforced in, and each party hereto hereby irrevocably (a) submits to the jurisdiction of the Delaware Courts with respect to any such action or proceeding and (b) waives, to the fullest extent permitted by applicable law, any objection that such party may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Courts and any claim that any such action or proceeding in the Delaware Courts has been brought in an inconvenient forum. Any final judgment against any party hereto in any proceedings brought in the United States of America will be conclusive and binding upon such party and may be enforced against such party in the courts of any other jurisdiction. This Section 3 shall survive the dissolution, liquidation, winding up and termination of the Company.
4. Notices. Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered pursuant to Section 11.18 of the LLC Agreement.
5. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them with respect to such subject matter.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
COMPANY: | ||
MMB HOLDINGS LLC | ||
By: | MOJOBEAR CAPITAL, LLC, its managing member | |
By: |
| |
Name: | ||
Title: | ||
MANAGING MEMBER: | ||
MOJOBEAR CAPITAL, LLC | ||
By: |
| |
Name: | ||
Title: | ||
NON-MANAGING MEMBERS: | ||
JAY WOLF | ||
| ||
COLUMBIA PACIFIC OPPORTUNITY FUND, LP | ||
By: | COLUMBIA PACIFIC ADVISORS, LLC, its general partner | |
By: |
| |
Name: | ||
Title: |
DR. KLAUS NEUGEBAUER | ||
| ||
T7M7 UNTERNEHMENSAUFBAU GMBH | ||
By: |
| |
Name: | ||
Title: |
Exhibit 99.5
Exhibit V
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.001 per share, of Zoo Entertainment, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of May 8, 2012.
DAVID E. SMITH | ||
/s/ David E. Smith | ||
COAST OFFSHORE MANAGEMENT (CAYMAN), LTD. | ||
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
THE COAST FUND L.P. | ||
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President |
COAST MEDINA, LLC | ||
By: | THE COAST FUND L.P., its sole member | |
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
SHAMUS, LLC | ||
By: | THE COAST FUND L.P., its sole member | |
By: | COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | President | |
MMB HOLDINGS LLC | ||
By: | MOJOBEAR CAPITAL LLC, its managing member | |
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | Sole Member | |
MOJOBEAR CAPITAL LLC | ||
By: | /s/ David E. Smith | |
Name: | David E. Smith | |
Title: | Sole Member |