-----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, ErLlSgxnjXL06NZmteSL7QAfKO4onc1ybMW0oYV6wCeEvgurDkAwSW0YmlEpvh3w uiRmKsaqX9ldHwj09YO1BA== 0001144204-07-063529.txt : 20071120 0001144204-07-063529.hdr.sgml : 20071120 20071120163311 ACCESSION NUMBER: 0001144204-07-063529 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071120 DATE AS OF CHANGE: 20071120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZVUE CORP CENTRAL INDEX KEY: 0001309710 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPLIANCES, TV & RADIO SETS [5064] IRS NUMBER: 980430675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81632 FILM NUMBER: 071260063 BUSINESS ADDRESS: STREET 1: 539 BRYANT STREET, SUITE 403 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-495-6470 MAIL ADDRESS: STREET 1: 539 BRYANT STREET, SUITE 403 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: HANDHELD ENTERTAINMENT, INC. DATE OF NAME CHANGE: 20060213 FORMER COMPANY: FORMER CONFORMED NAME: VIKA CORP. DATE OF NAME CHANGE: 20041124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001132874 IRS NUMBER: 134150836 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MCGUIRE WOODS LLP STREET 2: 9 WEST 57TH STREET SUITE 1620 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125482100 MAIL ADDRESS: STREET 1: 101 HUDSON STREET STREET 2: SUITE 3606 CITY: JERSEY CITY STATE: NJ ZIP: 07302 SC 13G 1 v095219_sc13g.htm Unassociated Document
ZVUE CoOMB APROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden hours per response…10/4


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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  )*


ZVUE Corporation.
(Name of Issuer)

 
Common Stock, par value $0.001 per share
(Title of Class of Securities)


98880111
(CUSIP Number)

October 31, 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)
x
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 in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).
 
 
 

 
 
Cusip No.  98880111
 
1.
Names of Reporting Persons.
  I.R.S. Identification Nos. of above persons (entities only)
     
  YA Global Investments, L.P.
  (13-4150836)
 
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
     
 
Number of Shares 5. Sole Voting Power: 1,823,165
Beneficially      
Owned by 6. Shared Voting Power: 0
Each Reporting      
Person With 7. Sole Dispositive Power: 1,823,165
       
  8. Shared Dispositve Power: 0
       
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,823,165
     
  
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
     
     
 
11.
Percentage of Class Represented by Amount in Row (9): 9.99%*
     
     
  12. Type of Reporting Person (See Instructions): PN
     
    

 
2

 

Item 1.
(a) Name of Issuer: ZVUE Corporation.
(b) Address of Issuer’s Principal Executive Offices:
539 Bryant Street, Suite 403
San Francisco, CA 94107

Item 2. Identity and Background.
     
  (a)  Name of Person Filing: YA Global Investments, L.P.
 
(b)
Address of Principal Executive Office or, if none, Residence of Reporting Persons:
101 Hudson Street, Suite 3700
Jersey City, NJ 07302
 
  (c) Citizenship: Cayman Islands
 
  (d) Title of Class of Securities: Common Stock, par value $0.001 per share
 
  (e)
Cusip Number: 98880111
Item 3. If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
 
(a)  o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b)  o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c)  o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d)  o Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o);
  (e)  o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)   o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g)  o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)  o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)   o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or
  (j)   o Group, in accordance with 240.13d(b)(1)(ii)(J).
 
Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)  
Amount beneficially owned: 1,823,165
 
(b)  
Percentage of Class: 9.99%*
 
(c)  
Number of shares as to which the person has:
 
(i)  
Sole Power to vote or to direct the vote: 1,823,165
 
(ii)  
Shared power to vote or to direct the vote: 0
 
(iii)  
Sole power to dispose or to direct the disposition: 1,823,165
 
(iv)  
Shared power to dispose or to direct the disposition: 0
 
 
3

 

 
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 class of securities, check the following o.

Item 6. Ownership of more than five percent on Behalf of Another Person. 
 
Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not Applicable

Item 8. Identification and Classification of Member 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 participant in any transaction having that purpose or effect.

*
The reporting entity, YA Global Investments, L.P. (“YA Global”) is the owner of 680,000 shares of Common Stock and has the following Warrants to purchase common stock which it obtained through a Stock Purchase Agreement dated October 31, 2007; (i) 3,026,316 shares exercisable at $1.90 and (ii) 2,751,196 shares exercisable at $2.09 shares. The number of shares set forth in Item # 4 takes into account the 680,000 shares of Common Stock and 1,143,165 Warrant Shares. The remaining Warrant shares are not included in the calculation of the amount of outstanding shares owned by YA Global because the Warrants prohibit YA Global from converting any of its Warrants if at the time YA Global is entitled to exercise any Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by YA Global and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such exercise.

 
4

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.
 
     
Dated: November 20, 2007 REPORTING PERSON:
   
  YA GLOBAL INVESTMENTS, L.P.
   
  By: Yorkville Advisors, LLC
  Its: Investment Manager
 
 
 
 
 
 
  By:   /s/ Steven S. Goldstein
 

Name: Steven S. Goldstein, Esq.
 
Its: Chief Compliance Officer
 
 
 
5

 
-----END PRIVACY-ENHANCED MESSAGE-----