-----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, BJX3n1gPg84yrKK40bJbQsw1smNC8qi3EUA9eIRXhOPFtOXYjDpjw6sLoMhMmkTZ VQEtSChPBNWpHtNNwP+3wQ== 0001140361-09-018266.txt : 20090807 0001140361-09-018266.hdr.sgml : 20090807 20090807164347 ACCESSION NUMBER: 0001140361-09-018266 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090807 DATE AS OF CHANGE: 20090807 GROUP MEMBERS: ANTONIO TOMASELLO GROUP MEMBERS: COMPLEJO METALURGICO DE CUMANA - VENEZUELA ("COMMETASA") GROUP MEMBERS: DAVID TOMASELLO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPANISH BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000927720 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 133827791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57111 FILM NUMBER: 09996270 BUSINESS ADDRESS: STREET 1: 2601 S. BAYSHORE DRIVE, PHII CITY: MIAMI STATE: FL ZIP: 33133 BUSINESS PHONE: 3054416901 MAIL ADDRESS: STREET 1: 2601 S. BAYSHORE DRIVE, PHII CITY: MIAMI STATE: FL ZIP: 33133 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Attiva Capital Partners, LTD. CENTRAL INDEX KEY: 0001457658 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 275 MADISON AVENUE STREET 2: SUITE 419 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 917-668-1217 MAIL ADDRESS: STREET 1: 275 MADISON AVENUE STREET 2: SUITE 419 CITY: NEW YORK STATE: NY ZIP: 10016 SC 13D 1 formsc13d.htm SPANISH BROADCASTING SYSTEMS INC SC 13D 8-3-2009 formsc13d.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TP BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934

SPANISH BROADCASTING SYSTEMS, INC.
 (Name of Issuer)
 
Class A Class A Common Stock, Par Value $0.0001 per share
 (Title of Class of Securities)
 
846425882
 (CUSIP Number)
 
David Tomasello
Attiva Capital Partners LTD
275 Madison Avenue, 4th Floor
New York, New York, 10016
Telephone: (917) 668-1217
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 3, 2009
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) 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. 846425882
SCHEDULE 13D
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
COMPLEJO METALURGICO DE CUMANA – VENEZUELA (“COMMETASA”)
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
WC
 
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
o
     
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
VENEZUELA
 
     
 
7
SOLE VOTING POWER
 
       
NUMBER OF
 
140,000 shares (equal to 0.34% of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
0
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
140,000 shares (equal to 0.34% of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
140,000 shares out of 3,190,246 aggregate shares collectively owned by all the Reporting Persons (as hereafter defined).
 
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
     
 
0.34% of the aggregate 7.69% interest collectively held by the Reporting Persons.
 
     
14
TYPE OF REPORTING PERSON
 
     
 
CO
 
     


 
 

 
 
CUSIP NO. 846425882
SCHEDULE 13D
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
ATTIVA CAPITAL PARTNERS LTD
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
  WC  
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
o
     
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
BVI
 
     
 
7
SOLE VOTING POWER
 
       
NUMBER OF
 
114,000 shares (equal to 0.28% of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
 0 SHARES
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
114,000 shares (equal to 0.28% of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0 SHARES
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
114,000 shares out of 3,190,246 aggregate shares collectively owned by all the Reporting Persons.
 
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
     
 
0.28% of the aggregate 7.69% interest collectively held by the Reporting Persons.
 
     
14
TYPE OF REPORTING PERSON
 
     
 
PN
 
     

 
 

 
 
CUSIP NO. 846425882
SCHEDULE 13D
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
ANTONIO TOMASELLO
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
PF
 
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
o
     
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
ITALY
 
     
 
7
SOLE VOTING POWER
 
       
NUMBER OF
 
2,869,246 shares (equal to 6.91% of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
0
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
2,869,246 shares (equal to 6.91% of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
2,869,246 shares out of 3,190,246 aggregate shares collectively owned by all the Reporting Persons
 
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
     
 
6.91% of the aggregate 7.69% interest collectively held by the Reporting Persons.
 
     
14
TYPE OF REPORTING PERSON
 
     
 
IN
 
     

 
 

 
 
CUSIP NO. 846425882
SCHEDULE 13D
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
DAVID TOMASELLO
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
PF
 
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
o
     
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
VENEZUELA
 
     
 
7
SOLE VOTING POWER
 
       
NUMBER OF
 
67,000 (equal to 0.16% of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
0
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
67,000 (equal to 0.16% of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
67,000 shares out of 3,190,246 aggregate shares collectively owned by all the Reporting Persons
 
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
     
 
0.16% of the aggregate 7.69% interest collectively held by the Reporting Persons.
 
     
14
TYPE OF REPORTING PERSON
 
     
 
IN
 
     

 
 

 

United States
Securities and Exchange Commission

Schedule 13D

Item 1.  Security and Issuer

This statement relates to the Class A Class A Common Stock, with $.0001 par value per share (the “Class A Class A Common Stock”), issued by Spanish Broadcasting Systems, Inc. (the “Company”), whose principal executive offices are located at 2601 South Bayshore Drive, PH II, Coconut Grove, Florida 33133

Item 2.  Identity and Background

(a)
Commetasa (“Commetasa Reporting Person”)
 
Attiva Capital Partners LTD (hereinafter referred to as the “Attiva Reporting Person”)
 
Antonio Tomasello (“Antonio Tomasello Reporting Person”)
 
David Tomasello (“David Tomasello Reporting Person”) and together with the Attiva Reporting Person, The Commetasa Reporting Person, the Antonio Tomasello Reporting Person, the “Reporting Persons”
(b)
The purpose of business of Commetasa Reporting Person is carrying out heavy metal work in Venezuela.  The Commetasa Reporting person is a privately held corporation, incorporated under the law of Venezuela.
 
The purpose of business of Attiva Reporting Person is financial investing. The Attiva Reporting Person is a Limited Partnership incorporated under the laws of the British Virgin Island.  The members of the Attiva Reporting Person are David Tomasello and Gonzalo Mendoza.  David Tomasello is the managing partner of the Attiva Reporting Person
 
Avenida Cristobal Colon
Residencias Vista Azul, Penthouse A, Cumana, Estado Sucre 6101
Venezuela
 
Avenida Cristobal Colon, Edificio Flavesa, Cumana — Estado Sucre, Venezuela
(c)
The address(es) of principal
business and principal offices of business of the Commetasa Reporting Person is: Zona Industrial el Peñon Av. Principal, Cumana, Edo. Sucre, Venezuela
 
The address(es) of principal
business and principal offices of business of the Attiva Reporting Person is: 275 Madison Avenue, 4th Floor, New York, NY 10016
 
President, Metalinvest, S.A., Avenida Cristobal Colon
Edificio Vista Azul PH — D, Cumana, Estado Sucre 6101, Venezuela
 
Chairman of the Commetasa Reporting Person, Managing Partner of the Attiva Reporting Person.
(d)
None
 
None
 
None
 
None
(e)
None
 
None
 
None
 
None
(f)
Organized in Venezuela
 
Organized in BVI
 
Citizen of Italy, father of David Tomasello
 
Citizen of Venezuela, son of Antonio Tomasello

 
 

 

Item 3.  Source and Amount of Funds or Other Consideration

The Attiva Reporting Person and the Commetasa Reporting Person used working capital to make all acquisitions of Class A Common Stock currently owned by each of them, respectively.

The Antonio Tomasello Reporting Person and the David Tomasello Reporting Person used personal funds to make all acquisitions of Class A Common Stock currently owned by each of them, respectively.

Item 4.  Purpose of Transaction

The disclosures below are specifically intended to reflect information relating to clauses (a), (b), (c), (d) and (j) of Item 4 of Schedule 13D.

Each of the Reporting Persons intend to review his or its investments in the Issuer on a continuing basis and any of them may engage in discussions with management and the Board of Directors concerning the business, operations and future plans of the Issuer as he or it deems appropriate. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price level of the Class A Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as he or it deems appropriate in particular, but without any limitation, engaging financial, legal and other advisors, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board of directors or operations of the Issuer, changes to the overall strategic direction of the Issuer, merger and/or sale opportunities, communicating with other shareholders regarding the Company, purchasing additional shares of Class A Common Stock, selling some or all of his or its Class A Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Class A Common Stock, gaining representation on the board of directors, including without limitation by nominating any director or officer selected by the Reporting Persons, or changing his or its intention with respect to any and all matters referred to in this Item 4. Representatives of the Reporting Persons have engaged in discussions with certain persons, including without limitation semiconductor manufacturers, to explore merger and/or sale opportunities.

In particular the Reporting Persons intend to encourage the Board of Directors to evaluate the benefits of separating the television and radio businesses through a spin-off, sale or tracking stock for the benefit of the shareholders, to unlock equity value that is currently trapped in the undiversified operations.  Furthermore, the Reporting Persons intend to recommend the election of a Director to represent the interests of the minority shareholders with substantial vested interests in the Company’s operations, or otherwise address and enhance the Company’s current discounted valuation, so that increased value is delivered to all shareholders.

Item 5.  Interest in Securities of the Issuer

(a) The total number of shares of the Company’s Class A Common Stock, with $0.0001 par value, outstanding as of March 31, 2009, the date of the Issuer’s most recent prior filing, was 41,499,222. As of the date of this Schedule 13D: the Attiva Reporting person owns 114,000 shares of Class A Common Stock, the Commetasa Reporting Person owns 140,000 shares of Class A Common Stock, the Antonio Tomasello Reporting Person owns 2,869,246 shares of Class A Common Stock and the David Tomasello Reporting Person owns 67,000 shares of Class A Common Stock. In the aggregate, this represents 3,190,246 shares of the Company’s Class A Common Stock, which is approximately 7.69% of the total shares of the Company’s Class A Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Act of 1934.1

(b) The Attiva Reporting Person has granted David Tomasello, managing partner of the Attiva Reporting Person, the sole power to vote or direct the vote of 114,000 shares of the Company’s Class A Common Stock.  The Commetasa Reporting Person has granted David Tomasello, chairman of the Commetasa Reporting Person, the sole power to vote or direct the vote of 140,000 shares of the Company’s Class A Common Stock.  The Antonio Tomasello Reporting Person has granted David Tomasello, son of the Antonio Tomasello Reporting Person, the sole power to vote or direct the vote of 2,869,246 shares of the Company’s Class A Common Stock.

_______________________________
1 As indicated in the Form 10Q, filed by the Company with the Securities and Exchange Commission on May 15th, 2009, the Company’s share capital as of March 31, 2009 consisted of:  (i) 41,499,222 Class A shares of Common Stock with par value equal to $0.0001 ; (ii) 23,403,500 Class B shares of Common Stock with par value equal to $0.0001; (iii) 380,000 Series C convertible preferred stock, with par value equal to $0.01; (iv) 92,349 103/4% Series B cumulative exchangeable redeemable preferred stock, with par value equal to $0.01.

 
 

 

(c) The Reporting Persons have effected the transactions listed below in shares of the Company’s Class A Common Stock during the last 60 days. Each of these transactions was effected by means of brokerage transactions on the NASDAQ Market.

Attiva Reporting Person Trades:

Trade Date
Number of shares
Type of Trade
Price per share (US$)
07/27/2009
10,000
Buy
0.18
07/14/2009 
4,000
Buy
0.17

Commetasa Reporting Person Trades:

Trade Date
Number of shares
Type of Trade
Price per share (US$)
07/31/2009
80,000
Buy
0.20
07/29/2009
20,000
Buy
0.187
07/28/2009
20,000
Buy
0.18
07/15/2009
20,000
Buy
0.18

Antonio Tomasello Reporting Person Trades

Trade Date
Number of shares
Type of Trade
Price per share (US$)
07/20/2009
41,600
Buy
0.17
07/17/2009
6,244
Buy
0.17
07/16/2009
6,200
Buy
0.17
07/14/2009
1,444
Buy
0.166
07/14/2009
39,600
Buy
0.166
07/13/2009
58,806
Buy
0.175
07/10/2009
39,806
Buy
0.174

David Tomasello Reporting Person Trades:

Trade Date
Number of shares
Type of Trade
Price per share (US$)
08/04/2009
10,000
Buy
0.19
08/03/2009
1,000
Buy
0.19
08/03/2009
100
Buy
0.19
07/31/2009 
500
Buy
0.19
07/31/2009
900
Buy
0.19
07/31/2009
4,500
Buy
0.19
07/31/2009
9,100
Buy
0.19
07/22/2009
5,000
Buy
0.18
07/20/2009
2,980
Buy
0.17
07/16/2009
2,920
Buy
0.18
07/13/2009
500
Buy
0.18
07/13/2009
848
Buy
0.18
07/08/2009
100
Buy
0.17
07/08/2009
64
Buy
0.17
07/08/2009
300
Buy
0.17
07/08/2009
628
Buy
0.17
07/08/2009
700
Buy
0.17
07/06/2009
1,860
Buy
0.17
07/02/2009
5,000
Buy
0.17
07/02/2009
5,000
Buy
0.19
06/18/2009 
100
Buy
0.18
06/18/2009 
4,900
Buy
0.18 
06/10/2009 
100
Buy
0.197
06/10/2009 
200
Buy
0.198
06/10/2009 
200
Buy
0.198
06/10/2009 
200
Buy
0.20 
06/10/2009 
300
Buy
0.198
06/10/2009 
340
Buy
0.197
06/10/2009 
400
Buy
0.1995 
06/10/2009 
1,000
Buy
0.198
06/10/2009 
5,260
Buy
0.20

 
 

 

(d) Not Applicable

(e) Not Applicable

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As indicated in Item 5(b), the Attiva Reporting Person has granted David Tomasello, managing partner of the Attiva Reporting Person, the sole power to vote or direct the vote of 114,000 shares of the Company’s Class A Common Stock.  The Commetasa Reporting Person has granted David Tomasello, Chairman of the Commetasa Reporting Person, the sole power to vote or direct the vote of 140,000 shares of the Company’s Class A Common Stock.  The Antonio Tomasello Reporting Person has granted David Tomasello, son of the Antonio Tomasello Reporting Person, the sole power to vote or direct the vote of 2,869,246 shares of the Company’s Class A Common Stock.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Issuer, other than those disclosed in the present filing.

Item 7.  Material to Be Filed as Exhibits.

None

 
 

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 6, 2009

 
/s/ David Tomasello
 
David Tomasello, as managing partner of Attiva Capital Partners LTD

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 6, 2009

 
/s/ David Tomasello
 
David Tomasello, as chairman of Complejo Metalurgico De Cumana – Venezuela

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 6, 2009


 
/s/ Antonio Tomasello
 
Antonio Tomasello

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 6, 2009

 
/s/ David Tomasello
 
David Tomasello
 
 

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