-----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, JjmDp0F7ls0twAa6662QF5uRw420CCnk7eJQfpsF3egsdNuMpG9soGhhM3I6EqB7 7wo92mZrctnQ9bjRJve8eA== 0001019056-08-000285.txt : 20080215 0001019056-08-000285.hdr.sgml : 20080215 20080215142859 ACCESSION NUMBER: 0001019056-08-000285 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080117 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA DIGITAL MEDIA CORP CENTRAL INDEX KEY: 0000821524 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133422912 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2505-06, 25/F, STELUX HOUSE, STREET 2: 698 PRINCE EDWARD ROAD EAST, KOWLOON CITY: HONG KONG STATE: F4 ZIP: 510000 BUSINESS PHONE: 852-2390-8688 MAIL ADDRESS: STREET 1: 2505-06, 25/F, STELUX HOUSE, STREET 2: 698 PRINCE EDWARD ROAD EAST, KOWLOON CITY: HONG KONG STATE: F4 ZIP: 510000 FORMER COMPANY: FORMER CONFORMED NAME: HAIRMAX INTERNATIONAL INC DATE OF NAME CHANGE: 20030807 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL BEAUTY CORP DATE OF NAME CHANGE: 20011010 FORMER COMPANY: FORMER CONFORMED NAME: BEAUTYMERCHANT COM INC DATE OF NAME CHANGE: 19991029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VISION OPPORTUNITY MASTER FUND, LTD. CENTRAL INDEX KEY: 0001349985 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30212 FILM NUMBER: 08622201 BUSINESS ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS, LLC STREET 2: 20 WEST 55TH STREET, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 849-8228 MAIL ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS, LLC STREET 2: 20 WEST 55TH STREET, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Vision Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENOWITZ ADAM CENTRAL INDEX KEY: 0001411963 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30212 FILM NUMBER: 08622202 BUSINESS ADDRESS: BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS, LLC STREET 2: 20 WEST 55TH STREET, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30212 FILM NUMBER: 08622203 BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2008-01-17 0 0000821524 CHINA DIGITAL MEDIA CORP CDGT.OB 0001411962 VISION CAPITAL ADVISORS, LLC 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001411963 BENOWITZ ADAM 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001349985 VISION OPPORTUNITY MASTER FUND, LTD. 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock ($0.001 par value) 300000 I By Vision Opportunity Master Fund, Ltd. 4% Debenture .45 2008-05-17 Common Stock ($0.001 par value) 4477778 I By Vision Opportunity Master Fund, Ltd. Series A Warrant .80 2013-06-01 Common Stock ($0.001 par value) 4777773 I By Vision Opportunity Master Fund, Ltd. Series B Warrant 1.20 2013-06-01 Common Stock ($0.001 par value) 4777773 I By Vision Opportunity Master Fund, Ltd. Series C Warrant 2.25 2013-06-01 Common Stock ($0.001 par value) 2388887 I By Vision Opportunity Master Fund, Ltd. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the managing member of the Investment Manager and a Director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. The Debenture, in the aggregate principal amount of $2,015,000, is convertible at any time, at the holder's election, with a maturity date of May 17, 2008. The Debenture converts into an aggregate amount of 4,477,778 shares of Common Stock at a current conversion price of $0.45 per share. This Warrant is presently exercisable, at the Fund's option, into shares of Common Stock. However, the Fund may not acquire shares of Common Stock upon exercise of these securities to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (the "Waiver Notice") that the Fund would like to waive this restriction with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this restriction will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice, provided, further, that this restriction shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. /s/ ADAM BENOWITZ For himself, as Managing Member of the Investment Manager and as a Director of the Fund. 2008-02-15 -----END PRIVACY-ENHANCED MESSAGE-----