SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GLENBROOK CAPITAL MANAGEMENT

(Last)

(First)

(Middle)

P.O. BOX 524

(Street)

GLENBROOK

89413

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2004

3. Issuer Name and Ticker or Trading Symbol
DIGITAL VIDEO SYSTEMS INC [ DVID ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	566,973⁽¹⁾	I	By the limited partnership of which the reporting person is the general partner⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
8% Series C Convertible Preferred Stock	11/18/2004	⁽²⁾	Common Stock	409,836⁽³⁾	$0.61⁽⁴⁾	I	By the limited partnership of which the reporting person is the general partner
Warrants (right to buy)	01/03/2004	07/07/2006	Common Stock	192,857⁽³⁾	$2.8	I	By limited partnership, of which the reporting person is the general partner
Warrants (right to buy)	09/03/2003	09/03/2007	Common Stock	150,000	$1.75	D
Warrants (right to buy)	11/12/2003	07/07/2006	Common Stock and Warrants⁽⁵⁾	49,682	$1.4	D

Explanation of Responses:

1. Glenbrook Capital Management is the general partner of Glenbrook Capital, L.P., which is not a 10% owner. As the sole general partner of the limited partnership, Glenbrook Capital Management is deemed to be the beneficial owner of all of the portfolio securities owned by the partnership. However, Glenbrook Capital Management disclaims beneficial ownership of all of the securities owned by the limited partnership, except to the extent of its pecuniary interest in the limited partnership.

2. The reported securities do not expire. However, they are subject to redemption at the option of the issuer as follows: (i) $0.82, plus accrued and unpaid dividends, from 9/20/04 through 9/19/05; (ii) $0.79, plus accrued and unapid dividends, from 9/20/05 through 9/19/06; (iii) $0.76, plus accrued and unpaid dividends, from 9/20/06 through 9/19/07; and (iv) $0.73, plus accrued and unpaid dividends thereafter.

3. The reported securities are owned by Glenbrook Capital, L.P. Glenbrook Capital Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest in the limited partnership.

4. The 8% Series C Convertible Preferred Stock is initially convertible into Common Stock on a 1-for-1 basis at a conversion price of $0.61, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. On that basis, the Preferred Stock owned by Glenbrook Capital, L.P. (and indirectly owned by Glenbrook Capital Management) will convert into 409,836 shares of Common Stock. However, this series of Preferred Stock includes a limitd price anti-dilution provision under the terms of which the conversion rate will adjust downward in the event Digital Video Systems, Inc.'s first underwritten public offering following the issuance of this preferred stock is sold at a price less than the then-existing conversion rate. In such event, the conversion rate will be reduced to the initial public offering price of the consummated offering.

5. Warrants are exercisable for 49,682 units, each unit consisting of one share of common stock and one common stock purchase warrant, exercisable through July 7, 2006 at an exercise price of $2.80.

Remarks:

CONFIRMING STATEMENT This statement confirms that the undersigned, Glenbrook Capital Management, has authorized and designated A. John Murphy and Debra K. Weiner to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Digital Video Systems, Inc. The authority of Mr. Murphy and Ms. Weiner under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Digital Video Systems, Inc., unless earlier revoked in writing. The undersigned acknowledges that neither Mr. Murphy nor Ms. Weiner is assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: November 29, 2004 GLENBROOK CAPITAL MANAGEMENT by /s/ Robert W. Lishman, President

	Robert W. Lishman, President of Glenbrook Capital Management	11/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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