UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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 persons 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. |
78464M106 |
Page | 2 |
of | 9 |
1 | NAMES OF REPORTING PERSONS TCS Global Equity Master Fund, L.P. |
||||
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 | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 760,112 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 760,112 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
760,112 | |||||
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) | ||||
5.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
78464M106 |
Page | 3 |
of | 9 |
1 | NAMES OF REPORTING PERSONS 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 | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 760,112 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
760,112 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
760,112 | |||||
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) | ||||
5.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
78464M106 |
Page | 4 |
of | 9 |
1 | NAMES OF REPORTING PERSONS TCS Capital Management, 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 | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 760,112 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
760,112 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
760,112 | |||||
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) | ||||
5.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA |
CUSIP No. |
78464M106 |
Page | 5 |
of | 9 |
1 | NAMES OF REPORTING PERSONS 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 | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 760,112 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
760,112 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
760,112 | |||||
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) | ||||
5.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
(1) | TCS Global Equity Master Fund, L.P. |
||
(2) | TCS Capital GP, LLC |
||
(3) | TCS Capital Management, LLC |
||
(4) | Eric Semler |
(1) | TCS Global Equity Master Fund, L.P. is a Cayman Islands
exempted limited partnership. |
||
(2) | TCS Capital GP, LLC is a Delaware limited liability company. |
||
(3) | TCS Capital Management, LLC is a Delaware limited liability company. |
||
(4) | Eric Semler is a U.S. citizen. |
(a) | TCS Global, TCS GP, TCS Management and Eric Semler may be
deemed the beneficial owners of 760,112 shares of Common Stock. |
||
(b) | TCS Global, TCS GP, TCS Management and Eric Semler may be
deemed the beneficial owners of 5.1% of the outstanding shares of Common Stock.
This percentage was determined by dividing 760,112 by 14,916,246, which is the
number of shares of Common Stock outstanding as of July 25, 2011, according to
the Issuers Form 10Q filed on August 8, 2011 with the Securities and Exchange
Commission. |
||
(c) | TCS Global, TCS GP, TCS Management and Eric Semler have the
shared power to vote and dispose of the 760,112 shares of Common Stock
beneficially owned. |
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Company. |
TCS GLOBAL EQUITY MASTER FUND, L.P. By: TCS Capital GP, LLC, general partner |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
TCS CAPITAL GP, LLC |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
TCS CAPITAL MANAGEMENT, LLC |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
ERIC SEMLER |
||||
By: | /s/ Eric Semler |
TCS GLOBAL EQUITY MASTER FUND, L.P. By: TCS Capital GP, LLC, general partner |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
TCS CAPITAL GP, LLC |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
TCS CAPITAL MANAGEMENT, LLC |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
ERIC SEMLER |
||||
By: | /s/ Eric Semler |