sc13gza

0000950134-07-002478.txt : 20070209 0000950134-07-002478.hdr.sgml : 20070209 20070208185651 ACCESSION NUMBER: 0000950134-07-002478 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070209 DATE AS OF CHANGE: 20070208 GROUP MEMBERS: TCS CAPITAL GP LLC GROUP MEMBERS: TCS CAPITAL INVESTMENTS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WorldSpace, Inc CENTRAL INDEX KEY: 0001315054 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 521732881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80914 FILM NUMBER: 07594082 BUSINESS ADDRESS: STREET 1: 2400 N STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: (202)969-6000 MAIL ADDRESS: STREET 1: 2400 N STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G/A 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/A 1 d43378bsc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

WORLDSPACE, INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

981579105

(CUSIP Number)

December 31, 2006

(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 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.		981579105


1	NAMES OF REPORTING PERSONS: TCS CAPITAL INVESTMENTS, LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	CAYMAN ISLANDS

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

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):

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		981579105


1	NAMES OF REPORTING PERSONS: TCS CAPITAL GP, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

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):

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		981579105


1	NAMES OF REPORTING PERSONS: ERIC SEMLER

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

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):

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

CUSIP No. 981579105

Schedule 13G/A

This Amendment No. 3 (“Amendment”) to Schedule 13G (the “Schedule 13G”), relating to shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of WorldSpace, Inc. (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”). This Amendment is being filed on behalf of TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), TCS Capital Investments, L.P., a Cayman Islands exempted limited partnership and Eric Semler the principal of TCS GP.

This Amendment is being filed to amend and restate Items 2(a), 2(c), 4, 5 and 6 as follows:

Item 2(a) Name of Person Filing:

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i) TCS Capital Investments, LP (“TCS Capital Investments”);

ii)TCS Capital GP, LLC (“TCS GP”); and

iii) Eric Semler (“Mr. Semler”).

Item 2(c) Citizenship:

1) TCS Capital Investments is a Cayman Islands exempted limited partnership;

2) TCS GP is a Delaware limited liability company; and

3) Mr. Eric Semler is a citizen of the United States.

Item 4. Ownership:

Item 4(a) Amount Beneficially Owned:

None of TCS Capital Investments, TCS GP and Mr. Semler may be deemed to be the beneficial owner of Common Stock.

Item 4(b) Percent of Class:

i) The number of shares of Common Stock of which each of TCS Capital Investments, TCS GP and Mr. Semler may be deemed to beneficially own constitutes 0% of the total number of Common Stock outstanding.

CUSIP No. 981579105

Item 4(c) Number of shares as to which such person has:


TCS Capital Investments
	(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

	TCS GP

	(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

	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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Item 6 is not applicable.

CUSIP No. 981579105

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: February 8, 2007
	TCS	CAPITAL INVESTMENTS, LP

	By:	TCS Capital GP, LLC, its 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

		ERIC SEMLER

		By: /s/ Eric Semler

CUSIP No. 981579105

EXHIBIT INDEX

A. Joint Filing Agreement by and among Mr. Eric Semler, TCS Capital Investments, LP and TCS Capital GP, LLC.

EX-99.1 2 d43378bexv99w1.htm JOINT FILING AGREEMENT exv99w1

SCHEDULE 13G/A

CUSIP No. 981579105

EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of WorldSpace, Inc. is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.


Date: February 8, 2007
	TCS	CAPITAL INVESTMENTS, LP

	By:	TCS Capital GP, LLC, its 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

		ERIC SEMLER

		By: /s/ Eric Semler