-----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, R0nj8YgL0NV17CARJC7BCxcIzqc5+t855u9sDG0cbdirmJl+Ea9rm5y51SPiSTjI V/Jw6Vd8XoVCU4oQGr7ptQ== 0000921530-04-000392.txt : 20040730 0000921530-04-000392.hdr.sgml : 20040730 20040730164603 ACCESSION NUMBER: 0000921530-04-000392 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040730 GROUP MEMBERS: MR. ERIC SEMLER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001167167 IRS NUMBER: 134154908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126059811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MODEM MEDIA INC CENTRAL INDEX KEY: 0001024787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061464807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56973 FILM NUMBER: 04942791 BUSINESS ADDRESS: STREET 1: 230 EAST AVENUE CITY: NORWALK STATE: CT ZIP: 06855 BUSINESS PHONE: 2032997000 MAIL ADDRESS: STREET 1: 230 EAST AVENUE CITY: WESTPORT STATE: CT ZIP: 06855 FORMER COMPANY: FORMER CONFORMED NAME: MODEM MEDIA POPPE TYSON INC DATE OF NAME CHANGE: 19981124 FORMER COMPANY: FORMER CONFORMED NAME: TN TECHNOLOGIES HOLDING INC DATE OF NAME CHANGE: 19961015 SC 13G/A 1 mmpttcs_73004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MODEM MEDIA, INC. ----------------- (Name of Issuer) Common Stock, $0.001 par value per share ---------------------------------------- (Title of Class of Securities) 607533106 --------- (CUSIP Number) July 30, 2004 ------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the 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). Continued on following pages Page 1 of 6 Pages SCHEDULE 13G CUSIP No. 607533106 Page 2 of 6 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ERIC SEMLER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IN; HC Page 3 of 6 Pages Item 1(a) Name of Issuer: Modem Media, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 230 East Avenue, Norwalk, CT. 06855 Item 2(a) Name of Person Filing: The Statement is filed on behalf of Mr. Eric Semler ("Mr. Semler," and/or the "Reporting Person"): This statement relates to Shares (as defined herein) formerly held for the accounts of various Delaware limited partnerships (the "Domestic Partnerships") and offshore companies (the "International Companies"). TCS Capital GP, LLC, a Delaware limited liability company (the "General Partner"), is the general partner of each of the Domestic Partnerships, has investment discretion over securities held by each of the Domestic Partnerships and by virtue of such position may be deemed to have beneficial ownership of the Shares formerly held by the Domestic Partnerships. TCS Capital Management, LLC, a Delaware limited liability company (the "Investment Manager") is the investment manager to the International Companies, has investment discretion over the securities formerly held by each of the International Companies and by virtue of such position may be deemed to have beneficial ownership of the Shares held by the International Companies. Mr. Semler is the managing member of the General Partner and of the Investment Manager, and, by virtue of such positions may be deemed to have beneficial ownership of the Shares formerly held by the Domestic Partnerships and the International Companies. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Reporting Person is 888 Seventh Avenue, Suite 1504, New York, NY 10019. Item 2(c) Citizenship: Mr. Semler is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, $0.001 par value per share (the "Shares"). Item 2(e) CUSIP Number: 607533106 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Page 4 of 6 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of July 30, 2004, Mr. Semler may no longer be deemed the beneficial owner of any Shares. Item 4(b) Percent of Class: The number of Shares of which Mr. Semler may be deemed to beneficially own constitutes 0% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Mr. Semler - ---------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the Shares, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the outstanding Shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Page 5 of 6 Pages Item 10. Certification: By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 6 of 6 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 30, 2004 ERIC SEMLER /s/ Eric Semler --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----