0001104659-12-056317.txt : 20120809 0001104659-12-056317.hdr.sgml : 20120809 20120809105226 ACCESSION NUMBER: 0001104659-12-056317 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120809 DATE AS OF CHANGE: 20120809 GROUP MEMBERS: MOON DOGGIE FAMILY PARTNERSHIP, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GINSBURG SCOTT K CENTRAL INDEX KEY: 0001013565 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 17340 CLUB HILL DR CITY: DALLAS STATE: TX ZIP: 75248 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Generation, Inc. CENTRAL INDEX KEY: 0000934448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943140772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49603 FILM NUMBER: 121019020 BUSINESS ADDRESS: STREET 1: 750 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972 581 2000 MAIL ADDRESS: STREET 1: 750 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: DG FastChannel, Inc DATE OF NAME CHANGE: 20060927 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL GENERATION SYSTEMS INC DATE OF NAME CHANGE: 19951214 SC 13D/A 1 a12-18033_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

Digital Generation, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

25400B108

(CUSIP Number)

 

Scott K. Ginsburg

Digital Generation, Inc.

750 W. John Carpenter Freeway, Suite 700

Irving, TX 75039

(972) 581-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

with a copy to:

 

Joel H. Trotter, Esq.

Latham & Watkins LLP

555 Eleventh Street NW, Suite 1000

Washington, DC 20004

(202) 637-2200

 

August 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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).

 


 

CUSIP No. 25400B108

13D

 

 

1

Names of Reporting Persons
Scott K. Ginsburg

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,538,548

 

8

Shared Voting Power
2,839,400

 

9

Sole Dispositive Power
2,538,548

 

10

Shared Dispositive Power
2,839,400

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,839,400

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row 11
10.3%

 

 

14

Type of Reporting Person
IN

 

1


 

CUSIP No. 25400B108

13D

 

 

1

Names of Reporting Persons
Moon Doggie Family Partnership, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
300,852

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
300,852

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
300,852

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row 11
1.1%

 

 

14

Type of Reporting Person
PN

 

2

 


 

CUSIP No. 25400B108

13D

 

Item 1.   Security and Issuer

 

Item 1 is hereby amended and supplemented by the following:

 

This Amendment No. 7 to Schedule 13D (the “Schedule 13D”), filed by Scott K. Ginsburg and Moon Doggie Family Partnership, L.P. (collectively, the “Reporting Persons”) relates to the common stock, $0.001 par value (the “Common Stock”), of Digital Generation Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 750 W. John Carpenter Freeway, Suite 700, Irving, Texas 75039. The Reporting Persons hereby amend and supplement Item 6 of the Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and supplemented by the following:

 

The Reporting Persons hold Common Stock of the Company for investment purposes. The Reporting Persons may at any time and from time to time, in privately negotiated transactions or otherwise, acquire additional securities of the Company or dispose of all or a portion of the securities of the Company that the Reporting Persons now own or may hereafter acquire. In addition, the Reporting Persons may engage in discussions with management, the Company’s board of directors, other stockholders of the Company and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Company.

 

Further, the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Company as a means of enhancing shareholder value. Such suggestions or positions may include, but are not limited to, a proposal leading to the acquisition by the Reporting Persons of all of the outstanding Common Stock of the Company; entering into agreements with the management of the Company relating to acquisitions of Shares by members of management, issuance of options to management or their employment by the Company; entering into agreements with third parties relating to acquisitions of securities issued or to be issued by the Company; restructuring the Company’s capitalization; reviewing dividend and compensation policies; and/or selling the Company or acquiring another company or business.

 

Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

Except as set forth above, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

3


 

CUSIP No. 25400B108

13D

 

Item 5.   Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented by the following:

 

(a) — (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.

 

Reporting Person

 

Amount
beneficially
owned(1)

 

Percent
of class(1)

 

Sole power to
vote or direct
the vote

 

Shared power
to vote or to
direct the vote

 

Sole power to
dispose or to
direct the
disposition
of

 

Shared
power to
dispose or
to direct
the
disposition
of

 

Scott K. Ginsburg

 

2,839,400

(2)

10.3

%

2,538,548

(3)

2,839,400

(2)

2,538,548

(3)

2,839,400

(2)

Moon Doggie Family Partnership, L.P.

 

300,852

 

1.1

%

0

 

300,852

 

0

 

300,852

 

 

(1)                  Based on 27,573,420 shares of Common Stock outstanding as of May 8, 2012.

 

(2)                  Includes (i) 1,767,642 shares of Common Stock held of record by Mr. Ginsburg, (ii) 1,660 shares of Common Stock held by Mr. Ginsburg’s minor children, (iii) options exercisable into 100,000 shares of Common Stock, (iv) 669,246 restricted stock units representing the contingent right to acquire an equal number of shares of Common Stock and (v) 300,852 shares of Common Stock held by Moon Doggie Family Partnership, L.P., of which Mr. Ginsburg is the sole general partner.

 

(3)                  Includes (i) 1,767,642 shares of Common Stock held of record by Mr. Ginsburg, (ii) 1,660 shares of Common Stock held by Mr. Ginsburg’s minor children, (iii) options exercisable into 100,000 shares of Common Stock and (iv) 669,246 restricted stock units representing the contingent right to acquire an equal number of shares of Common Stock.

 

4


 

CUSIP No. 25400B108

13D

 

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.

 

 

August 9, 2012

 

Date

 


/s/ Scott K. Ginsburg

 

Signature

 


Scott K. Ginsburg

 

Name/Title

 

5


 

CUSIP No. 25400B108

13D

 

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.

 

 

August 9, 2012

 

Date

 


Moon Doggie Family Partnership, L.P.

 

By: /s/ Scott K. Ginsburg

 

Signature

 


Scott K. Ginsburg,

its General Partner

 

Name/Title

 

6