*
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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.
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1
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NAMES
OF REPORTING PERSONS
Dayton
Judd
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||||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b) ☒
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||||
3
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SEC USE
ONLY
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||||
4
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SOURCE
OF FUNDS (see instructions)
N/A
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||||
5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ☐
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||||
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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||
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8
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SHARED
VOTING POWER
0
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|||
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9
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SOLE
DISPOSITIVE POWER
0
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|||
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10
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SHARED
DISPOSITIVE POWER
0
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|||
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||||
12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
|
||||
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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||||
14
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TYPE OF
REPORTING PERSON (See Instructions)
IN
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1
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NAMES
OF REPORTING PERSONS
Sudbury
Capital Fund, LP
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|||||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b) ☒
|
|||||
3
|
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SEC USE
ONLY
|
|||||
4
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SOURCE
OF FUNDS (see instructions)
N/A
|
|||||
5
|
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ☐
|
|||||
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE
VOTING POWER
0
|
|||
|
8
|
|
SHARED
VOTING POWER
0
|
||||
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
||||
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||||
12
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
|
|||||
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|||||
14
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TYPE OF
REPORTING PERSON (See Instructions)
PN
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|||||
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|||||
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1
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NAMES
OF REPORTING PERSONS
Sudbury
Holdings, LLC
|
||||
2
|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b) ☒
|
||||
3
|
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SEC USE
ONLY
|
||||
4
|
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SOURCE
OF FUNDS (see instructions)
N/A
|
||||
5
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
0
|
|||
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||||
12
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
|
||||
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||||
14
|
|
TYPE OF
REPORTING PERSON (See Instructions)
HC
|
1
|
|
NAMES
OF REPORTING PERSONS
Sudbury
Capital GP, LP
|
||||
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b) ☒
|
||||
3
|
|
SEC USE
ONLY
|
||||
4
|
|
SOURCE
OF FUNDS (see instructions)
N/A
|
||||
5
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
0
|
|||
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||||
12
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
|
||||
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||||
14
|
|
TYPE OF
REPORTING PERSON (See Instructions)
PN
|
1
|
|
NAMES
OF REPORTING PERSONS
Sudbury
Capital Management, LLC
|
||||
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b) ☒
|
||||
3
|
|
SEC USE
ONLY
|
||||
4
|
|
SOURCE
OF FUNDS (see instructions)
N/A
|
||||
5
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
0
|
|||
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||||
12
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
|
||||
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||||
14
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|
TYPE OF
REPORTING PERSON (See Instructions)
OO;
IA
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ITEM 1.
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SECURITY AND ISSUER.
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ITEM 5.
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INTEREST IN SECURITIES OF ISSUER.
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(a)
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Each of
the Reporting Persons beneficially owns zero shares of Common
Stock.
|
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(b)
|
The
number of shares of Common Stock to which each Reporting Person
has:
|
|
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(i)
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
Shared power to vote or to direct the vote: 0
|
|
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(iii) Sole
power to dispose or to direct the disposition: 0
|
|
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(iv) Shared
power to dispose or to direct the disposition: 0
|
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(c)
|
On
October 31, 2018, the Company completed the merger pursuant to that
certain Agreement and Plan of Merger, dated as of July 29, 2018, as
subsequently amended, by and among the Company, AMC Networks Inc.
(“AMC”), Digital Entertainment Holdings LLC, and River
Merger Sub Inc., a wholly owned subsidiary of AMC, whereby River
Merger Sub Inc. merged with and into the Company, with the Company
surviving as a wholly owned subsidiary of AMC (the
“Merger”). As a result of the Merger, the Company
amended and restated its articles of incorporation such that the
total number of authorized shares of the Common Stock is 1,000
shares. Additionally, as a result of the Merger, the Common Stock
ceased trading on the NASDAQ Capital Market upon the close of
trading on October 31, 2018, and became eligible for termination of
registration under the Securities Exchange Act of 1934 (the
“Exchange Act”).
Upon
effectiveness of the Merger, by virtue of the Merger and without
any action on the part of any stockholders of the Company, each
share of Common Stock issued and outstanding immediately prior to
the effective time of the Merger was automatically converted into
the right to receive a specified amount in cash, and each share of
Common Stock issuable upon the exercise of warrants or subject to
restricted stock awards outstanding immediately prior to the
effective time of the Merger was automatically converted into the
right to receive a specified amount in cash. Additionally, each
share of preferred stock outstanding immediately prior to the
effective time of the Merger was automatically converted into the
right to receive, at the holder’s option, (i) a specified
amount in cash or (ii) a security of the successor entity, in each
case as provided in the certificate of designations of the
preferred stock.
As a
result of the completion of the Merger, none of the Reporting
Persons beneficially owns any securities of the Company, as the
surviving company of the Merger, that is or will continue to be
registered under the Exchange Act.
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(d)
|
Not
applicable.
|
|
(e)
|
Each of
the Reporting Persons ceased to be the beneficial owner of more
than five percent of the registered class of Common Stock on
October 31, 2018.
|
|
|
Date:
November
5,
2018
|
DAYTON JUDD
|
|
|
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/s/ Dayton
Judd
|
|
|
|
SUDBURY CAPITAL FUND, LP
|
|
|
|
By:
Sudbury Capital GP, LP,
its
General Partner
|
|
|
|
By:
Sudbury Holdings, LLC
its
General Partner
|
|
|
|
/s/ Dayton
Judd
|
|
Dayton
Judd
|
|
Title:
Sole Member
|
|
|
|
SUDBURY CAPITAL GP, LP
|
|
|
|
By:
Sudbury Holdings, LLC
its
General Partner
|
|
|
|
/s/ Dayton
Judd
|
|
Dayton
Judd
|
|
Title:
Sole Member
|
|
|
|
SUDBURY HOLDINGS, LLC
|
|
|
|
/s/ Dayton
Judd
|
|
Dayton
Judd
|
|
Title:
Sole Member
|
|
|
|
SUDBURY CAPITAL MANAGEMENT, LLC
|
|
|
|
/s/ Dayton
Judd
|
|
Dayton
Judd
|
|
Title:
Managing Member
|