Circle Entertainment Inc. |
(Name of Issuer) |
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
17256R-105 |
(CUSIP Number) |
Mitchell J. Nelson
General Counsel
Circle Entertainment Inc.
650 Madison Avenue
New York, New York 10022
Telephone: (212) 838-3100
|
(Name, address and telephone number of person authorized to receive notices and communications) |
September 21, 2010 |
(Date of event which requires filing of this statement) |
CUSIP No. 17256R-105
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Harvey Silverman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
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3
|
SEC USE ONLY
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|||
4
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SOURCE OF FUNDS
AF/OO/PF
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
o
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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|||
NUMBER OF
|
7
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SOLE VOTING POWER
|
3,927,432
|
|
SHARES
BENEFICIALLY
|
8
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SHARED VOTING POWER
|
1,050,042
|
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OWNED BY
EACH
|
9
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SOLE DISPOSITIVE POWER
|
3,927,432
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
1,050,042
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,977,474
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES **
o
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 17256R-105
|
SCHEDULE 13D
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Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Silverman Partners, L.P.
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|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF/WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
-0-
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
1,050,042
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
-0-
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
1,050,042
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,042
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES **
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 17256R-105
|
SCHEDULE 13D
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Page 4 of 7 Pages
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Reporting Person
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Address
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Citizenship/Place of Organization
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HS
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650 Madison Avenue, New York, New York 10022
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United States
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Partnership
|
791 Park Avenue, New York, New York 10021
|
New York
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Reporting Person
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Principal Business
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HS
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HS is a private investor and he has served as a director of the Issuer since October 2007.
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Partnership
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The Partnership’s principal business is the acquisition, ownership, disposition and reinvestment of investment assets and related business activities.
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CUSIP No. 17256R-105
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SCHEDULE 13D
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Page 5 of 7 Pages
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·
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On November 30, 2007 and January 10, 2008, as a result of distribution’s received on the Reporting Persons’ ownership interests in Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), and HS’s ownership interest in CKX, Inc., a publicly traded company (“CKX”), the Reporting Persons acquired an aggregate of 1,577,016 shares of Common Stock in connection with a series of transactions involving Flag, CKX and the Issuer described in the Issuer’s final prospectus dated December 31, 2007 to its Registration Statement on Form S-1 (Registration No. 333-145672), as filed with the Securities and Exchange Commission on January 3, 2008.
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·
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On July 15, 2008, the Partnership purchased from the Issuer in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, 285,715 units at an aggregate purchase price of $1,000,002.50 or $3.50 per unit. Each unit consisted of (x) one share of Common Stock, (y) one warrant to purchase one share of Common Stock at an exercise price of $4.50 per share and (z) one warrant to purchase one share of Common Stock at $5.50 per share. The warrants were immediately exercisable on the date of purchase for a term of ten years. The Partnership used working capital to fund the purchase of the units. The Partnership purchased the units from the Issuer for investment purposes and to provide the Issuer with working capital.
|
·
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On October 1, 2008, HS acquired 12,297 shares of Common Stock under the Issuer's 2007 Long-Term Incentive Compensation Plan in lieu of cash payments of $16,750 for fees earned by (a) attending meetings of the Issuer's board of directors during the second and third fiscal quarters of 2008 and (b) serving as a member of the Issuer's board of directors' audit committee, compensation committee and nominating and corporate governance committee (including as chairman) and attending meetings of certain of such committees during the second and third fiscal quarters of 2008.
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·
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On October 21, 2008, HS acquired stock options to purchase up to 48,897 shares of Common Stock in lieu of a cash payment of $80,000 for his 2008 annual retainer fee for serving as a director of the Issuer. These stock options were granted under the Issuer’s 2007 Long-Term Incentive Compensation Plan at exercise prices of $5.00 per share for 25,641 of the shares and $6.00 per share for 23,256 of the shares and became immediately exercisable on the grant date for a term of 10 years.
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·
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On January 29, 2010, HS acquired stock options to purchase up to 455,556 shares of Common Stock in lieu of cash payments for 75% of his 2009 annual retainer fee of $80,000 for serving as a director of the Issuer and fees for serving as a member of the Issuer’s board of directors’ audit committee, compensation committee and nominating and corporate governance committee (including as chairman) and attending board of directors’ and committee meetings during 2009. These stock options were granted under the Issuer’s 2007 Long-Term Incentive Compensation Plan at an exercise price of $0.18 per share and became immediately exercisable on the grant date for a term of 10 years.
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·
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On September 23, 2010, HS purchased from the Issuer in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, 100 units at an aggregate purchase price of $100,000 or $1,000 per unit. Each unit consisted of (x) one share of newly issued Series B Convertible Preferred Stock, $0.01 par value per share, of the Issuer (the “Series B Convertible Preferred Shares”), and (y) one warrant to purchase up to 14,306.15 shares of Common Stock at an exercise price of $0.2097 per share. HS used personal funds to fund the purchase of the units. HS purchased the units from the Issuer for investment purposes and to provide the Issuer with working capital.
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CUSIP No. 17256R-105
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SCHEDULE 13D
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Page 6 of 7 Pages
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CUSIP No. 17256R-105
|
SCHEDULE 13D
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Page 7 of 7 Pages
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Dated: May 26, 2011
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/s/ Harvey Silverman
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Harvey Silverman
|
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Silverman Partnership, L.P.
|
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Dated: May 26, 2011 |
/s/Harvey Silverman
|
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By: Harvey Silverman
Its: General Partner
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