msgi_securitysolutions-13g.htm - Generated by SEC Publisher for SEC Filing

-----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, QAyzjkAnqyc7id0WS/X3+iK9rQIUsqv2N/l9O+3O2oSfR+pP97DFyFduMtgViuuz JbF1gOUk+8CIPcVlwfrz8Q== 0000906344-09-000614.txt : 20090818 0000906344-09-000614.hdr.sgml : 20090818 20090818163741 ACCESSION NUMBER: 0000906344-09-000614 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090818 DATE AS OF CHANGE: 20090818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MSGI SECURITY SOLUTIONS, INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-05829 FILM NUMBER: 091021965 BUSINESS ADDRESS: STREET 1: 575 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 917-339-7134 MAIL ADDRESS: STREET 1: 575 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MEDIA SERVICES GROUP INC DATE OF NAME CHANGE: 20041202 FORMER COMPANY: FORMER CONFORMED NAME: MEDIA SERVICE GROUP INC DATE OF NAME CHANGE: 20040408 FORMER COMPANY: FORMER CONFORMED NAME: MKTG SERVICES INC DATE OF NAME CHANGE: 20020403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enable Capital Management, LLC CENTRAL INDEX KEY: 0001383071 IRS NUMBER: 731625368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.677.1577 MAIL ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 msgi_securitysolutions-13g.htm SC 13G MSGI SECURITY SOLUTIONS (08/18/09) msgi_securitysolutions-13g.htm - Generated by SEC Publisher for SEC Filing

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

SCHEDULE 13G

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

MSGI Security Solutions, Inc.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

553570102
(CUSIP Number)

March 17, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

ý 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).


(1	)	Names of Reporting Persons.		ENABLE CAPITAL MANAGEMENT, LLC
					(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)			(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization			DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5) Sole Voting Power

			(6) Shared Voting Power		2,685,026

			(7) Sole Dispositive Power

			(8) Shared Dispositive Power		2,685,026

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person			2,685,026

(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)					¨

(11) Percent of Class Represented by Amount in Row (9)					9.99	%

(12) Type of Reporting Person (See Instructions)					OO


(1	)	Names of Reporting Persons.		ENABLE GROWTH PARTNERS, L.P.
				(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)		(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization		DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5) Sole Voting Power	2,685,026

			(6) Shared Voting Power

			(7) Sole Dispositive Power	2,685,026

			(8) Shared Dispositive Power

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person		2,685,026

(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11) Percent of Class Represented by Amount in Row (9)				9.99	%

(12) Type of Reporting Person (See Instructions)				PN


(1	)	Names of Reporting Persons.		MITCHELL S. LEVINE
				(a) £
(2	)	Check the Appropriate Box if a Member of a Group (See Instructions)		(b) £

(3	)	SEC Use Only

(4	)	Citizenship or Place of Organization		UNITED STATES

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5) Sole Voting Power

			(6) Shared Voting Power	2,685,026

			(7) Sole Dispositive Power

			(8) Shared Dispositive Power	2,685,026

(9	)	Aggregate Amount Beneficially Owned by Each Reporting Person		2,685,026

(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨

(11) Percent of Class Represented by Amount in Row (9)				9.99	%

(12) Type of Reporting Person (See Instructions)				IN

Item 1(a).          Name of Issuer:

                           MSGI Security Solutions, Inc.

Item 1(b).          Address of Issuer’s Principal Executive Offices:

575 Madison Avenue
New York, NY 10022

Item 2(a). Names of Persons Filing:

                           Enable Capital Management, LLC (“ECM”)
                           Enable Growth Partners, L.P. (“EGP”)
                           Mitchell S. Levine

Item 2(b). Address of Principal Business Office or, if none, Residence:

The business address of the reporting persons is One Ferry Building, Suite 255, San Francisco, CA 94111.

Item 2(c).          Citizenship:

                           Reference is made to Item 4 of pages 2, 3 and 4 of this Schedule 13G (this “Schedule”), which Items are incorporated
by reference herein.

Item 2(d).          Title of Class of Securities:

                           Common Stock, $0.01 par value per share.

Item 2(e).          CUSIP Number:

                           553570102

Item 3.              If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


¨	(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
¨	(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
¨	(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
¨	(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
¨	(e)	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
¨	(f)	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
¨	(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
¨	(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨	(i)	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);
¨	(j)	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Reference is hereby made to Items 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which Items are incorporated by reference herein.

The securities to which this Schedule relates (the “Securities”) are owned by certain investment limited partnerships, including EGP, and other client accounts, for which ECM serves as general partner and/or investment manager. ECM, as EGP’s and those other investment limited partnerships’ and client accounts’ general partner and/or investment manager, and Mitchell S. Levine, as managing member and majority owner of ECM, may therefore be deemed to beneficially own the Securities owned by EGP and such other investment limited partnerships and client accounts for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that ECM or Mr. Levine is, for any other purpose, the beneficial owner of any of the Securities, and each of ECM and Mr. Levine disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of percentage of beneficial ownership in Item 11 of pages 2, 3 and 4 was derived from the Issuer’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 20, 2009, in which the Issuer stated that the number of shares of its Common Stock outstanding as of May 1, 2009 was 24,194,110 shares.

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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

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, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: August 18, 2009	ENABLE CAPITAL MANAGEMENT, LLC

	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member


	ENABLE GROWTH PARTNERS, L.P.
	By: Enable Capital Management, LLC, its General Partner

	By: /s/ Mitchell S. Levine
	Mitchell S. Levine, its Managing Member


	MITCHELL S. LEVINE

	/s/ Mitchell S. Levine
	Mitchell S. Levine

EXHIBIT INDEX

Exhibit A Joint Filing Undertaking Page 9

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: August 18, 2009
ENABLE CAPITAL MANAGEMENT, LLC

By: /s/ Mitchell S. Levine

Mitchell S. Levine, its Managing Member

ENABLE GROWTH PARTNERS, L.P.

By: Enable Capital Management, LLC, its General Partner

By: /s/ Mitchell S. Levine

Mitchell S. Levine, its Managing Member

MITCHELL S. LEVINE

/s/ Mitchell S. Levine

Mitchell S. Levine

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