0000904454-12-000327.txt : 20120618 0000904454-12-000327.hdr.sgml : 20120618 20120618172810 ACCESSION NUMBER: 0000904454-12-000327 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120618 DATE AS OF CHANGE: 20120618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIT digital, Inc. CENTRAL INDEX KEY: 0001076700 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 113447894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79385 FILM NUMBER: 12913264 BUSINESS ADDRESS: STREET 1: 26 WEST 17TH STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 6465534845 MAIL ADDRESS: STREET 1: 26 WEST 17TH STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: ROO GROUP INC DATE OF NAME CHANGE: 20040312 FORMER COMPANY: FORMER CONFORMED NAME: VIRILITEC INDUSTRIES INC DATE OF NAME CHANGE: 19990326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Costa Brava Partnership III LP CENTRAL INDEX KEY: 0001319959 IRS NUMBER: 043387028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-595-4400 MAIL ADDRESS: STREET 1: 420 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 s13da_061812-kitdigital.htm AMENDMENT 3 TO SCHED 13D FOR KIT DIGITAL, INC. BY COSTA BRAVA PARTNERSHIP III s13da_061812-kitdigital.htm

 
 
 
CUSIP No. 482470200

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
KIT digital, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
482470200
(CUSIP Number)
 
Seth W. Hamot
Costa Brava Partnership III L.P.
222 Berkeley Street
Boston, MA 02116
(617) 595-4400
 
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
with copies to:
 
Jeffrey R. Katz, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
 
June 11, 2012
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* 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 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. 482470200


1.
NAME OF REPORTING PERSON
 
Costa Brava Partnership III L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  04-3387028
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
3,250,000
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
3,250,000
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,250,000
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%*
14.
TYPE OF REPORTING PERSON
PN
*  Based on 54,941,040 shares outstanding as of June 7, 2012, as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 8, 2012.

 
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CUSIP No. 482470200


1.
NAME OF REPORTING PERSON
 
Roark, Rearden & Hamot, LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  10-0000708
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
3,250,000*
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
3,250,000*
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,250,000*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%**
14.
TYPE OF REPORTING PERSON
OO
* Represents shares directly held by Costa Brava Partnership III L.P.
** Based on 54,941,040 shares outstanding as of June 7, 2012, as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 8, 2012.

 
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CUSIP No. 482470200


1.
NAME OF REPORTING PERSON
 
Seth W. Hamot
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
3,376,000*
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
3,376,000*
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,376,000*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%**
14.
TYPE OF REPORTING PERSON
IN, HC
* Includes (i) 3,250,000 shares held by Costa Brava Partnership III L.P.; (ii) 74,000 shares held directly by Mr. Hamot in his IRA account; and (iii) 52,000 shares held in two trusts for the benefit of Mr. Hamot’s children.
**  Based on 54,941,040 shares outstanding as of June 7, 2012, as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 8, 2012.

 
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CUSIP No. 482470200

AMENDMENT  NO. 3 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on April 27, 2012, Amendment No. 1 thereto filed on May 16, 2012 and Amendment No. 2 thereto filed on June 8, 2012 (as so amended, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:

Item 2.
Identity and Background
 
Item 2 is hereby amended to state that the Reporting Persons may no longer be deemed to constitute a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, with JEC II Associates, LLC and its affiliates (collectively, “JEC”),  by virtue of the information provided in Item 4  below.

Item 4.
Purpose of Transaction

Item 4 is hereby amended to add the following:

On June 11, 2012, the Issuer rejected the joint proposal submitted by the Reporting Persons and JEC on June 8, 2012 for the prompt appointment of four candidates as Directors of the Issuer.  The Reporting Persons and JEC have no other joint proposals that have been submitted to the Issuer and there exists no agreement or other facts pursuant to which the Reporting Persons and JEC may continue to be deemed to constitute a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.  While there is no longer any agreement between the Reporting Persons and JEC related to the acquisition, disposition, holding or voting securities of the Issuer, the Reporting Persons continue to share JEC’s view that a change in the board is needed and support Peter Heiland’s candidacy as a Director of the Issuer.
 
Except as set forth above, as of the date of this filing none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4.


 
5
 
CUSIP No. 482470200


Signature
 
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.
 
Dated:  June 18, 2012
 

 
COSTA BRAVA PARTNERSHIP III L.P.
 
 
By:
Roark, Rearden & Hamot, LLC, its General Partner
 
By:
/s/ Seth W. Hamot
   
Name:  Seth W. Hamot
Title:  President
 
ROARK, REARDEN & HAMOT, LLC
 
 
By:
/s/ Seth W. Hamot
   
Name:  Seth W. Hamot
Title:  President
 
SETH W. HAMOT
 
 
By:
/s/ Seth W. Hamot
 

 
 
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