0000905718-11-000108.txt : 20110516 0000905718-11-000108.hdr.sgml : 20110516 20110516160142 ACCESSION NUMBER: 0000905718-11-000108 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THQ INC CENTRAL INDEX KEY: 0000865570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133541686 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41795 FILM NUMBER: 11846701 BUSINESS ADDRESS: STREET 1: 29903 AGOURA ROAD CITY: AGOURA HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 8188715000 MAIL ADDRESS: STREET 1: 29903 AGOURA ROAD CITY: AGOURA HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY ACQUISITION CORP/NY/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 thqinc13gmay11.htm SC 13G thqinc13gmay11.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*
 

THQ INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
872443403
(CUSIP Number)
 
May 4, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 in 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. 872443403
1
NAME OF REPORTING PERSON: WS Capital, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
   
(b) [X]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0*
 
6
SHARED VOTING POWER: 5,000,000*
 
7
SOLE DISPOSITIVE POWER: 0*
 
8
SHARED DISPOSITIVE POWER: 5,000,000*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%*
12
TYPE OF REPORTING PERSON
HC/OO
 
*Based on information set forth on the Form 10-Q of THQ Inc. (the “Company”) for the quarterly period ended December 31, 2010, as filed with the Securities and Exchange Commission on February 10, 2011, there were 68,042,743 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of February 4, 2011.  As of May 16, 2011 (the “Reporting Date”), for purposes of Reg. Section 240.13d-3, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”), HHMI Investments, L.P. (“HHMI”) and GT Global Hedge, L.P. (“GT Global” and collectively with WSC, WSCQP, WS International and HHMI, the “WS Funds”) owned 5,000,000 Shares.  WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI and GT Global.  WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management.  Reid S. Walker and G. Stacy Smith are members of WS Capital.  As a result, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the Shares held by the WS Funds.  Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 5,000,000 Shares, or approximately 7.3% of the Shares deemed issued and outstanding as of the Reporting Date.  Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
 
 

CUSIP No. 872443403
1
NAME OF REPORTING PERSON: WS Capital Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
   
(b) [X]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0*
 
6
SHARED VOTING POWER: 5,000,000*
 
7
SOLE DISPOSITIVE POWER: 0*
 
8
SHARED DISPOSITIVE POWER: 5,000,000*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%*
12
TYPE OF REPORTING PERSON
IA/PN
 
* Based on information set forth on the Form 10-Q of THQ Inc. (the “Company”) for the quarterly period ended December 31, 2010, as filed with the Securities and Exchange Commission on February 10, 2011, there were 68,042,743 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of February 4, 2011.  As of May 16, 2011 (the “Reporting Date”), for purposes of Reg. Section 240.13d-3, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”), HHMI Investments, L.P. (“HHMI”) and GT Global Hedge, L.P. (“GT Global” and collectively with WSC, WSCQP, WS International and HHMI, the “WS Funds”) owned 5,000,000 Shares.  WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI and GT Global.  WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management.  Reid S. Walker and G. Stacy Smith are members of WS Capital.  As a result, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the Shares held by the WS Funds.  Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 5,000,000 Shares, or approximately 7.3% of the Shares deemed issued and outstanding as of the Reporting Date.  Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
 
 

 
CUSIP No. 872443403
1
NAME OF REPORTING PERSON: Reid S. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
   
(b) [X]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0*
 
6
SHARED VOTING POWER:  5,000,000*
 
7
SOLE DISPOSITIVE POWER: 0*
 
8
SHARED DISPOSITIVE POWER:  5,000,000*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%*
12
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-Q of THQ Inc. (the “Company”) for the quarterly period ended December 31, 2010, as filed with the Securities and Exchange Commission on February 10, 2011, there were 68,042,743 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of February 4, 2011.  As of May 16, 2011 (the “Reporting Date”), for purposes of Reg. Section 240.13d-3, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”), HHMI Investments, L.P. (“HHMI”) and GT Global Hedge, L.P. (“GT Global” and collectively with WSC, WSCQP, WS International and HHMI, the “WS Funds”) owned 5,000,000 Shares.  WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI and GT Global.  WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management.  Reid S. Walker and G. Stacy Smith are members of WS Capital.  As a result, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the Shares held by the WS Funds.  Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 5,000,000 Shares, or approximately 7.3% of the Shares deemed issued and outstanding as of the Reporting Date.  Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
 
 


CUSIP No. 872443403
1
NAME OF REPORTING PERSON: G. Stacy Smith
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
   
(b) [X]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0*
 
6
SHARED VOTING POWER:  5,000,000*
 
7
SOLE DISPOSITIVE POWER:  0*
8
SHARED DISPOSITIVE POWER:  5,000,000*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%*
12
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-Q of THQ Inc. (the “Company”) for the quarterly period ended December 31, 2010, as filed with the Securities and Exchange Commission on February 10, 2011, there were 68,042,743 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of February 4, 2011.  As of May 16, 2011 (the “Reporting Date”), for purposes of Reg. Section 240.13d-3, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”), HHMI Investments, L.P. (“HHMI”) and GT Global Hedge, L.P. (“GT Global” and collectively with WSC, WSCQP, WS International and HHMI, the “WS Funds”) owned 5,000,000 Shares.  WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI and GT Global.  WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management.  Reid S. Walker and G. Stacy Smith are members of WS Capital.  As a result, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and direct the disposition of the Shares held by the WS Funds.  Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSC Management, WS Capital and Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 5,000,000 Shares, or approximately 7.3% of the Shares deemed issued and outstanding as of the Reporting Date.  Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
 
 

 
Item 1(a).
Name of Issuer:  THQ Inc.
  
     
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
29903 Agoura Road
  
 
Agoura Hills, CA 91301
  
     
Item 2(a).
Name of Person Filing:
  
     
 
WS Capital, L.L.C.
  
 
WS Capital Management, L.P.
  
 
Reid S. Walker
  
 
G. Stacy Smith
  
     
Item 2(b).
Address of Principal Business Office or if none, Residence:
 
300 Crescent Court, Suite 1111
  
 
Dallas, Texas 75201
  
     
Item 2(c).
Citizenship:
  
     
 
WS Capital, L.L.C.:
Texas
 
WS Capital Management, L.P.:
Texas
 
Reid S. Walker:
United States
 
G. Stacy Smith:
United States
     
Item 2(d).
Title of Class of Securities:  Common Stock, par value $0.01 per share
     
Item 2(e).
CUSIP Number:  872443403
  
     
Item 3.
Not Applicable.
  
     
 
Item 4.
Ownership:
  

 
(a)
Amount Beneficially Owned:
    
         
   
WS Capital, L.L.C.:
5,000,000*
  
   
WS Capital Management, L.P.:
5,000,000*
  
   
Reid S. Walker:
5,000,000*
  
   
G. Stacy Smith:
5,000,000*
  
         
 
(b)
Percent of Class:
    
         
   
WS Capital, L.L.C.:
7.3%*
  
   
WS Capital Management, L.P.:
7.3%*
  
   
Reid S. Walker:
7.3%*
  
   
G. Stacy Smith:
7.3%*
  
         

 
 
 

 
(c)
Number of shares as to which such person has:
    
         

   
(i)
sole power to vote or to direct the vote:
  
           
     
WS Capital, L.L.C.:
0*
  
     
WS Capital Management, L.P.:
0*
  
     
Reid S. Walker:
0*
  
     
G. Stacy Smith:
0*
  
           
   
(ii)
shared power to vote or to direct the vote:
  
           
     
WS Capital, L.L.C.:
5,000,000*
  
     
WS Capital Management, L.P.:
5,000,000*
  
     
Reid S. Walker:
5,000,000*
  
     
G. Stacy Smith:
5,000,000*
  
           
   
(iii)
sole power to dispose or to direct the disposition of:
  
           
     
WS Capital, L.L.C.:
0*
  
     
WS Capital Management, L.P.:
0*
  
     
Reid S. Walker:
0*
  
     
G. Stacy Smith:
0*
  
           
   
(iv)
shared power to dispose or to direct the disposition of:
  
           
     
WS Capital, L.L.C.:
5,000,000*
  
     
WS Capital Management, L.P.:
5,000,000*
  
     
Reid S. Walker:
5,000,000*
  
     
G. Stacy Smith:
5,000,000*
  

-------------------------------------
*See footnote on cover pages.
 
Item 5.
Ownership of Five Percent or Less of a Class:
  
     
 
Not applicable.
  
     
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
  
     
 
Not applicable.
  
     

 
 
 

Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities:
  
     
 
Not applicable.
  
     
Item 8.
Identification and Classification of Members of the Group:
  
     
 
Not applicable.
  
     
Item 9.
Notice of Dissolution of Group:
  
     
 
Not applicable.
  
     
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.
 
 
 
 


 
 
 

 
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.
 

 
May 16, 2011
   
   
 
WS CAPITAL, L.L.C.
       
 
By:
/s/ Reid S. Walker
  
   
Reid S. Walker, Member
  
   
   
 
WS CAPITAL MANAGEMENT, L.P.
   
 
By:  WS Capital, L.L.C., its general partner
       
 
By:
/s/ Reid S. Walker
  
   
Reid S. Walker, Member
  
   
     
     
 
/s/ Reid S. Walker
  
 
REID S. WALKER
  
   
   
   
 
/s/ G. Stacy Smith
  
 
G. STACY SMITH
  
   


Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


 
 
 

EXHIBIT 1

JOINT FILING AGREEMENT

    In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of THQ Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of May 16, 2011.

 

 
 
   
   
 
WS CAPITAL, L.L.C.
       
 
By:
/s/ Reid S. Walker
  
   
Reid S. Walker, Member
  
   
   
 
WS CAPITAL MANAGEMENT, L.P.
   
 
By:  WS Capital, L.L.C., its general partner
       
 
By:
/s/ Reid S. Walker
  
   
Reid S. Walker, Member
  
   
     
     
 
/s/ Reid S. Walker
  
 
REID S. WALKER
  
   
   
   
 
/s/ G. Stacy Smith
  
 
G. STACY SMITH