-----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, PZGVRQ6wgXX37z5bOVbmrBHt8yB52vi7e/bXcFEEGa0CiIiCH18ny+l7xAdE10AM fZE5czGBINUYUOweVDtFzQ== 0000950134-07-020802.txt : 20071003 0000950134-07-020802.hdr.sgml : 20071003 20071003154223 ACCESSION NUMBER: 0000950134-07-020802 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071003 DATE AS OF CHANGE: 20071003 GROUP MEMBERS: TCS CAPITAL GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY IMAGES INC CENTRAL INDEX KEY: 0001047202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] IRS NUMBER: 980177556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53603 FILM NUMBER: 071153425 BUSINESS ADDRESS: STREET 1: 601 NORTH 34TH STREET CITY: SEATTLE STATE: WA ZIP: 98103 BUSINESS PHONE: 2069256449 MAIL ADDRESS: STREET 1: 601 NORTH 34TH STREET CITY: SEATTLE STATE: WA ZIP: 98103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PALI CAPITAL STREET 2: 350 PARK AVE 4TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 650 9811 SC 13G 1 d50342sc13g.htm SCHEDULE 13G sc13g
 

     
 
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Getty Images, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
374276103
(CUSIP Number)
September 24, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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).

 
 


 

                     
CUSIP No.
 
374276103 
  13G  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Eric Semler
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   3,208,700
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,208,700
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,208,700
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.4%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).


 

                     
CUSIP No.
 
374276103 
  13G  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    TCS Capital GP, LLC
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   3,208,700
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,208,700
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,208,700
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.4%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).


 

SCHEDULE 13G
     This Schedule 13G (the “Schedule 13G”), relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of Getty Images, Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”). This Schedule 13G is being filed on behalf of TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”) and Eric Semler the principal of TCS GP.
     This Schedule 13G relates to shares of Common Stock of the Issuer purchased by Eric Semler and TCS GP for the accounts of (i) TCS Capital, L.P., a Delaware limited partnership (“TCS Capital”), (ii) TCS Capital II, L.P., a Delaware limited partnership (“TCS Capital II”), and (iii) TCS Capital Investments, L.P. a Cayman Islands exempted limited partnership (“TCS Offshore”). TCS Capital holds 174,400 shares of Common Stock, TCS Capital II holds 1,045,700 shares of Common Stock, and TCS Offshore holds 1,988,600 shares of Common Stock. TCS GP acts as general partner to each of TCS Capital, TCS Capital II and TCS Offshore, and Mr. Semler, as manager of TCS GP, controls the investment decisions of TCS GP.
     
Item 1(a)
  Name of Issuer.
 
   
 
  Getty Images, Inc.
 
   
Item 1(b)
  Address of Issuer’s Principal Executive Offices.
 
   
 
  601 North 34th Street
 
  Seattle, Washington 98103 
 
   
Item 2(a)
  Name of Person Filing.
 
   
 
  TCS Capital GP, LLC and Eric Semler
 
   
Item 2(b)
  Address of Principal Business Office, or, if none, Residence.
 
   
 
  888 Seventh Avenue, Suite 1504, New York, NY 10019 
 
   
Item 2(c)
  Citizenship or Place of Organization.
 
   
 
  TCS Capital GP, LLC is a limited liability company organized under the laws of the State of Delaware. Eric Semler is the principal of TCS Capital GP, LLC and is a United States citizen.
 
   
Item 2(d)
  Title of Class of Securities.
 
   
 
  Common stock, par value $0.01 per share (the “Common Stock”).
 
   
Item 2(e)
  CUSIP Number.
 
   
 
  374276103 

 


 

     
Item 3
  Reporting Person.
 
   
 
  Inapplicable.
 
   
Item 4
  Ownership.
  (a)   TCS Capital GP, LLC (as the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P.) is the beneficial owner of 3,208,700 shares of Common Stock, and Eric Semler (as the principal of TCS Capital GP, LLC) is the beneficial owner of 3,208,700 shares of Common Stock.
 
  (b)   TCS Capital GP, LLC is the beneficial owner of 5.4% of the outstanding shares of Common Stock and Eric Semler is the beneficial owner of 5.4% of the outstanding shares of Common Stock. These percentages are determined by dividing 3,208,700 by 59,259,886, the number of shares of Common Stock issued and outstanding as of July 31, 2007, as reported by the Issuer in a Form 10-Q filed with the Commission on August 8, 2007.
 
  (c)   As the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P., TCS Capital GP, LLC has the sole power to vote and dispose of the 3,208,700 shares of Common Stock beneficially owned by it. As the principal of TCS Capital GP, LLC, Eric Semler has the sole power to vote and dispose of the 3,208,700 shares of Common Stock beneficially owned by him.
     
Item 5
  Ownership of Five Percent or Less of a Class.
 
   
 
  Inapplicable.
 
   
Item 6
  Ownership of More Than Five Percent on Behalf of Another Person.
 
   
 
  Inapplicable.
 
   
Item 7
  Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
   
 
  Inapplicable.
 
   
Item 8
  Identification and Classification of Members of the Group.
 
   
 
  Inapplicable.
 
   
Item 9
  Notice of Dissolution of Group.
 
   
 
  Inapplicable.

 


 

     
Item 10
  Certification.
 
   
 
  By signing below I certify that, to the best of my 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
   
Exhibits
  Exhibit 1
 
   
 
  Joint Filing Agreement between TCS Capital GP, LLC and Eric Semler.

 


 

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.
     Date: October 3, 2007
         
  TCS Capital GP, LLC
 
 
    By:   /s/ Eric Semler
    Name:   Eric Semler   
    Title:   Managing Member   
 
     
  /s/ Eric Semler    
  Eric Semler   
     
 

 

EX-99.1 2 d50342exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.01, of Getty Images, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 3, 2007.
         
  TCS Capital GP, LLC
 
 
    By:   /s/ Eric Semler
    Name:   Eric Semler   
    Title:   Managing Member   
 
     
  /s/ Eric Semler    
  Eric Semler   
     
 

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