-----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, FLgQP2pc00dZhlkXJvowpN2tCRjdS/BMTiTWyKtnyJLAjEFk9de29Ylxnvu+MBoo gexfVKSS4mMXij+2ofy/hQ== 0001172661-07-000141.txt : 20070214 0001172661-07-000141.hdr.sgml : 20070214 20070214103357 ACCESSION NUMBER: 0001172661-07-000141 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASH SYSTEMS INC CENTRAL INDEX KEY: 0000861050 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 870398535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56881 FILM NUMBER: 07614537 BUSINESS ADDRESS: STREET 1: 7350 DEAN MARTIN DRIVE STREET 2: SUITE 309 CITY: LAS VEGAS STATE: NV ZIP: 89139 BUSINESS PHONE: 7029877169 MAIL ADDRESS: STREET 1: 7350 DEAN MARTIN DRIVE STREET 2: SUITE 309 CITY: LAS VEGAS STATE: NV ZIP: 89139 FORMER COMPANY: FORMER CONFORMED NAME: UNISTONE INC DATE OF NAME CHANGE: 19990709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STADIA CAPITAL LLC CENTRAL INDEX KEY: 0001215229 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128723905 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 cash1206.txt SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cash Systems Inc - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 14756B102 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 - -------------------------------------------------------------------------------- (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 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). CUSIP No. 14756B102 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stadia Capital, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 1,332,310 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,332,310 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,332,310 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.89% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP No. 14756B102 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John J. Fleming 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,332,310 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,332,310 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,332,310 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.89% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 14756B102 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard J. Swift 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,332,310 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,332,310 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,332,310 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.89% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ________________________________________________________________________________ CUSIP No. 14756B102 --------------------- Item 1(a). Name of Issuer: Cash Systems Inc ____________________________________________________________________ (b). Address of Issuer's Principal Executive Offices: 7350 Dean Martin Drive, Suite 309 Las Vegas, NV 89139 ____________________________________________________________________ Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing: Stadia Capital, L.L.C.- Delaware 140 East 45th Street 31st Floor New York, New York 10017 U.S.A. John J. Fleming - U.S.A. 140 East 45th Street 31st Floor New York, New York 10017 U.S.A. Richard J. Swift - U.S.A. 140 East 45th Street 31st Floor New York, New York 10017 U.S.A. ____________________________________________________________________ (d). Title of Class of Securities: Common Stock ____________________________________________________________________ (e). CUSIP Number: 14756B102 ____________________________________________________________________ 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 Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange 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 s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 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) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). 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. (a) Amount beneficially owned: Stadia Capital, L.L.C.- 1,332,310 John J. Fleming - 1,332,310 Richard J. Swift - 1,332,310 ______________________________________________________________________ (b) Percent of class: Stadia Capital, L.L.C.- 7.89% John J. Fleming - 7.89% Richard J. Swift - 7.89% ______________________________________________________________________ (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Stadia Capital, L.L.C.- 0 John J. Fleming - 0 Richard J. Swift - 0 (ii) Shared power to vote or to direct the vote: Stadia Capital, L.L.C.- 1,332,310 John J. Fleming - 1,332,310 Richard J. Swift - 1,332,310 (iii) Sole power to dispose or to direct the disposition of: Stadia Capital, L.L.C.- 0 John J. Fleming - 0 Richard J. Swift - 0 (iv) Shared power to dispose or to direct the disposition of: Stadia Capital, L.L.C.- 1,332,310 John J. Fleming - 1,332,310 Richard J. Swift - 1,332,310 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 []. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The shares reported herein are held in the accounts of various private investment funds (the "Funds"), the investments of which are managed by Stadia Capital, L.L.C. of which John J. Fleming and Richard J. Swift are the managing members. One of the Funds beneficially owns 6.20% of the shares reported herein. _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A _______________________________________________________________________ Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): 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 such purpose or effect. 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. STADIA CAPITAL, L.L.C.* /s/ John J. Fleming _____________________ John J. Fleming Managing Member /s/ Richard J. Swift _____________________ Richard J. Swift Managing Member JOHN J. FLEMING* /s/ John J. Fleming _____________________ John J. Fleming RICHARD J. SWIFT* /s/ Richard J. Swift _____________________ Richard J. Swift Date: February 14, 2007 *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G, dated February 14, 2007 relating to the Common Stock of Cash Systems Inc. shall be filed on behalf of the undersigned. STADIA CAPITAL, L.L.C. /s/ John J. Fleming _____________________ John J. Fleming Managing Member /s/ Richard J. Swift _____________________ Richard J. Swift Managing Member JOHN J. FLEMING /s/ John J. Fleming _____________________ John J. Fleming RICHARD J. SWIFT /s/ Richard J. Swift _____________________ Richard J. Swift -----END PRIVACY-ENHANCED MESSAGE-----