0001393825-13-000014.txt : 20130206
0001393825-13-000014.hdr.sgml : 20130206
20130206151324
ACCESSION NUMBER: 0001393825-13-000014
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130206
DATE AS OF CHANGE: 20130206
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 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79385
FILM NUMBER: 13577519
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: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G/A
1
KITD_SC13GA.txt
KIT DIGITAL INC. SC13GA
1
KITD_sc13ga.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
KIT digital, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
482470200
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] 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).
Page 1 of 6 Pages
CUSIP No. 482470200 13G/A Page 2 of 6 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase up to 2,652,878 shares of
Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
Warrants to purchase up to 2,652,878 shares of
Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase up to 2,652,878 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.21%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
CUSIP No. 482470200 13G/A Page 3 of 6 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase up to 2,652,878 shares of
Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
Warrants to purchase up to 2,652,878 shares of
Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase up to 2,652,878 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.21%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
CUSIP No. 482470200 13G/A Page 4 of 6 Pages
-----------------------------------------------------------------------------
This Amendment No. 1 (this 'Amendment') amends the statement on Schedule13G
filed on May 18, 2012 (the 'Original Schedule 13G' and the Original Schedule
13G as amended, the 'Schedule 13G') with respect to the shares of common stock,
par value $0.0001 per share, (the 'Common Stock') of KIT digital, Inc., a
Delaware corporation (the 'Company'). Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the
Schedule 13G. This Amendment amends and restates Items 2, 3, 4 and 5 in their
entirety as set forth below.
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the 'Investment
Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are collectively referred
to herein as 'Reporting Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Investment Manager
and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the 'Common Stock')
Item 2(e) CUSIP Number
482470200
CUSIP No. 482470200 13G/A Page 5 of 6 Pages
-----------------------------------------------------------------------------
Item 3. If this statement is filed pursuant to ss.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) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association 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) [ ] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)
(J), please specify the type of institution: _____________________
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.
The information required by Items 4(a) - (c) is set forth in Rows
(5)-(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Preliminary Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on October 22, 2012, indicates that the total
number of outstanding shares of Common Stock as of October 15, 2012 was
60,358,537. The percentages set forth on Row (ll) of the cover page for each
Reporting Person is based on the Company's outstanding shares of Common
Stock and assumes the exercise of the reported warrants.
The Investment Manager, which serves as the investment manager to Hudson
Bay Master Fund Ltd., in whose name the reported securities are held, may be
deemed to be the beneficial owner of all shares of Common Stock held by Hudson
Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay
Capital GP LLC, which is the general partner of the Investment Manager. Mr.
Gerber disclaims beneficial ownership of these securities.
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: [X]
CUSIP No. 482470200 13G/A Page 6 of 6 Pages
-----------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 6, 2013
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID - 19603560.1