-----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, StZgu+htrtjQ6GQXysvIxIRWBtANOCXAQaIVBxGunuD9HM4WSGOoG/dcNP1G6xo+ gXcvJDUcHaZ1xB/vEx8pdQ== 0001108017-07-000670.txt : 20071001 0001108017-07-000670.hdr.sgml : 20071001 20071001171731 ACCESSION NUMBER: 0001108017-07-000670 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071001 DATE AS OF CHANGE: 20071001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIRT MOTOR SPORTS, INC. CENTRAL INDEX KEY: 0000793041 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 840953839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79158 FILM NUMBER: 071146822 BUSINESS ADDRESS: STREET 1: 2500 MCGEE DRIVE STREET 2: SUITE 147 CITY: NORMAN STATE: OK ZIP: 73072 BUSINESS PHONE: 405 360 5047 MAIL ADDRESS: STREET 1: 2500 MCGEE DRIVE STREET 2: SUITE 147 CITY: NORMAN STATE: OK ZIP: 73072 FORMER COMPANY: FORMER CONFORMED NAME: DIRT MOTOR SPORTS RACING INC DATE OF NAME CHANGE: 20050727 FORMER COMPANY: FORMER CONFORMED NAME: BOUNDLESS MOTOR SPORTS RACING INC DATE OF NAME CHANGE: 20030807 FORMER COMPANY: FORMER CONFORMED NAME: ENTITY INC DATE OF NAME CHANGE: 20000118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jacob Capital, L.L.C. CENTRAL INDEX KEY: 0001413809 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-479-4947 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 sc13gdirt.htm JACOB CAPITAL sc13gdirt.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. __)*
 
Dirt Motor Sports, Inc.
(Name of Issuer)
 
Common Stock, $.0001 par value
(Title of Class of Securities)
 
25459N102
(CUSIP Number)
 
September 19, 2007
(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)
      [ x ]                      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-

13G
CUSIP No. 25459N102

1.
Names of Reporting Persons
Victory Park Capital Advisors, LLC
 
I.R.S. Identification Nos. of Above Persons (entities only)
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)             ¨
(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
 
0
6.
Shared Voting Power
 
1,381,560
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
1,381,560
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,381,560*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
 
11.
Percent of Class Represented by Amount in Row (9)
 
9.4%
12.
Type of Reporting Person (See Instructions)
 
OO
 
*   Excludes 1,555,934 shares issuable upon exercise of warrants and convertible preferred stock which are subject to so-called “blocker” provisions prohibiting the holder from exercising the warrants and convertible preferred stock when the beneficial owner owns more than 4.99% of the issued and outstanding shares of the common stock of Dirt Motor Sports, Inc.
 
-2-

13G
CUSIP No. 25459N102
 
1.
Names of Reporting Persons
Victory Park Master Fund, Ltd.
 
I.R.S. Identification Nos. of Above Persons (entities only)
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)             ¨
(b)             ¨
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
1,381,560
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
1,381,560
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,381,560*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
 
11.
Percent of Class Represented by Amount in Row (9)
 
9.4%
12.
Type of Reporting Person (See Instructions)
 
OO
 
*  Excludes 1,555,934 shares issuable upon exercise of warrants and convertible preferred stock which are subject to so-called “blocker” provisions prohibiting the holder from exercising the warrants and convertible preferred stock when the beneficial owner owns more than 4.99% of the issued and outstanding shares of the common stock of Dirt Motor Sports, Inc.
 
-3-

13G
CUSIP No. 25459N102
 
1.
Names of Reporting Persons
Jacob Capital, L.L.C.
 
I.R.S. Identification Nos. of Above Persons (entities only)
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)             ¨
(b)             ¨
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Illinois
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
1,381,560
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
1,381,560
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,381,560*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
 
11.
Percent of Class Represented by Amount in Row (9)
 
9.4%
12.
Type of Reporting Person (See Instructions)
 
OO
 
*   Excludes 1,555,934 shares issuable upon exercise of warrants and convertible preferred stock which are subject to so-called “blocker” provisions prohibiting the holder from exercising the warrants and convertible preferred stock when the beneficial owner owns more than 4.99% of the issued and outstanding shares of the common stock of Dirt Motor Sports, Inc.
 
-4-

13G
CUSIP No. 25459N102

1.
Names of Reporting Persons
Richard Levy
 
I.R.S. Identification Nos. of Above Persons (entities only)
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)             ¨
(b)             ¨
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
USA
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
1,381,560
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
1,381,560
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,381,560*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
 
11.
Percent of Class Represented by Amount in Row (9)
 
9.4%
12.
Type of Reporting Person (See Instructions)
 
IN
 
*   Excludes 1,555,934 shares issuable upon exercise of warrants and convertible preferred stock which are subject to so-called “blocker” provisions prohibiting the holder from exercising the warrants and convertible preferred stock when the beneficial owner owns more than 4.99% of the issued and outstanding shares of the common stock of Dirt Motor Sports, Inc.
 
-5-

 
Item 1(a)
Name of Issuer:
 
     
 
Dirt Motor Sports, Inc. (the “Issuer”)
 
     
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
     
 
7575 West Winds Blvd., Suite D
 
 
Concord, NC 28027
 
     
Item 2(a)
Name of Person Filing:
 
     
 
Victory Park Capital Advisors, LLC
 
 
Victory Park Master Fund, Ltd.
 
 
Jacob Capital, L.L.C.
 
 
Richard Levy
 
     
 
Victory Park Capital Advisors, LLC is the investment manager for Victory Park Master
  Fund, Ltd.  Jacob Capital, L.L.C. is the manager of Victory Park Capital Advisors, LLC. 
  Richard Levy is the sole member of Jacob Capital, L.L.C and sole manager of Victory
 
Park Capital Advisors, LLC.
 
     
Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
     
 
The business address for each of the reporting persons, other than Victory Park Master
  Fund, Ltd., is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606.  The 
  business address for Victory Park Master Fund, Ltd. is c/o Walkers SPV Limited,
 
Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands. 
   
Item 2(c)
Citizenship:
 
     
 
Victory Park Capital Advisors, LLC is a Delaware limited liability company. 
 
Victory Park Master Fund, Ltd. is a Cayman Islands exempted company. 
 
Jacob Capital, L.L.C. is an Illinois limited liability company. 
 
Richard Levy is a citizen of the United States. 
     
Item 2(d)
Title of Class of Securities:
 
     
 
Common Stock, par value per share $.001 (the “Common Stock”) 
 
-6-

 
   
Item 2(e)
CUSIP Number:
 
     
 
25459N102
 
     
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:
   
   
 
Not Applicable
 
     
Item 4.
Ownership
 
     
 
As of September 19, 2007:
 
     
        (a)
Amount beneficially owned:
 
     
 
Victory Park Capital Advisors, LLC
1,381,560 shares
 
Victory Park Master Fund, Ltd.
1,381,560 shares
 
Jacob Capital, L.L.C.
1,381,560 shares
 
Richard Levy
1,381,560 shares
     
 
Each of the reporting persons may be deemed to be the beneficial owner of warrants and convertible preferred stock exercisable to acquire 1,555,934 shares of the Issuer’s common stock. Victory Park Master Fund, Ltd. is the record holder of the warrants and the convertible preferred stock.  The warrants and the convertible preferred stock each contain a contractual provision blocking exercise of the warrants and the convertible preferred stock when the holder beneficially owns more than 4.99% of the issued and outstanding shares of the Issuer.  Since the reporting persons currently beneficially own more than 4.99% of the issued and outstanding shares of the Issuer, the warrants and the convertible preferred stock are not exercisable and consequently, the shares underlying them have not been included in the number of shares beneficially owned by the reporting persons.
     
        (b)
Percent of class:
 
     
 
Victory Park Capital Advisors, LLC
9.4%
 
Victory Park Master Fund, Ltd.
9.4%
 
Jacob Capital, L.L.C.
9.4%
 
Richard Levy
9.4%
 
-7-

 
     
        (c)
Number of shares as to which the person has:
 
     
 
(i)    Sole power to vote or to direct the vote
 
     
 
Victory Park Capital Advisors, LLC
0 shares
 
Victory Park Master Fund, Ltd.
0 shares
 
Jacob Capital, L.L.C.
0 shares
 
Richard Levy
0 shares
     
 
(ii)           Shared power to vote or to direct the vote
 
     
 
Victory Park Capital Advisors, LLC
1,381,560 shares
 
Victory Park Master Fund, Ltd.
1,381,560 shares
 
Jacob Capital, L.L.C.
1,381,560 shares
 
Richard Levy
1,381,560 shares
     
 
(iii)           Sole power to dispose or direct the disposition of 
   
 
Victory Park Capital Advisors, LLC
0 shares
 
Victory Park Master Fund, Ltd.
0 shares
 
Jacob Capital, L.L.C.
0 shares
 
Richard Levy
0 shares
     
 
(iv)           Shared power to dispose or to direct the disposition of 
 
 
 
 
Victory Park Capital Advisors, LLC
1,381,560 shares
 
Victory Park Master Fund, Ltd.
1,381,560 shares
 
Jacob Capital, L.L.C.
1,381,560 shares
 
Richard Levy
1,381,560 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 each of Victory Park Capital Advisors, LLC, Victory Park Master
  Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that, to the best of such 
  reporting person’s 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.
 

-8-

 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, each of Victory Park Capital Advisors, LLC, Victory Park Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that the information set forth in this statement is true, complete and correct.
 
Date:  October 1, 2007
 

 
VICTORY PARK CAPITAL ADVISORS, LLC

By:           Jacob Capital, L.L.C., its Manager

By: /s/ Richard Levy_________________
      Name:  Richard Levy
      Title:     Sole Member

VICTORY PARK MASTER FUND, LTD.


By: /s/ Richard Levy_________________
      Name:  Richard Levy
      Title:     Attorney-in-Fact


JACOB CAPITAL, L.L.C.


By: /s/ Richard Levy__________________
      Name:  Richard Levy
      Title:     Sole Member



/s/ Richard Levy___________________
Richard Levy


-9-


Exhibit 1



JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Dirt Motor Sports, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.  In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 1st day of October, 2007.


                          VICTORY PARK CAPITAL ADVISORS, L.L.C.
 
                          By:  Jacob Capital , L.L.C., its Manager
 
                          By:       /s/ Richard Levy                                                             
                          Name:  Richard Levy
                          Title:    Sole Member
 
                          VICTORY PARK MASTER FUND, LTD.
 


                          By:       /s/ Richard Levy                                                             
                          Name:  Richard Levy
                          Title:    Attorney-in-Fact
 
                          JACOB CAPITAL, L.L.C.
 

 
                          By:       /s/ Richard Levy                                                             
                          Name:  Richard Levy
                          Title:    Sole Member


                          By:      /s/ Richard Levy                                                              
                              Richard Levy

-10-


Exhibit 2
 
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
Ronan Guilfoyle and Roger H. Hanson, each hereby make, constitute and appoint each of:
 

Richard Levy, and
 
Matthew Ray,
 
acting individually, as each of our agents and attorneys-in-fact, with full power of substitution, for the purpose of, from time to time, executing in either of our names and/or our capacities as directors of Victory Park Master Fund, Ltd. all documents, certificates, instruments, statements, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.
 

 
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
 
 
Date: September 28, 2007
 
/s/ Ronan Guilfoyle
Ronan Guilfoyle,
as Director of Victory Park Master Fund, Ltd.

/s/ Roger H. Hanson
Roger H. Hanson,
as Director of Victory Park Master Fund, Ltd.


 
-11-

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