-----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, FFqU01bsWbo69pNmeeu9/bL/87//KquPX5A8TZfMaHculaiLesaYc4rinr5vPnGg vk2sV9ZRBtaXsoDSuKIPRw== 0000921895-09-002520.txt : 20090925 0000921895-09-002520.hdr.sgml : 20090925 20090925171731 ACCESSION NUMBER: 0000921895-09-002520 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090925 DATE AS OF CHANGE: 20090925 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CTM MEDIA HOLDINGS, INC. CENTRAL INDEX KEY: 0001463833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 264831346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85016 FILM NUMBER: 091088266 BUSINESS ADDRESS: STREET 1: 11 LARGO DRIVE SOUTH CITY: STAMFORD STATE: CT ZIP: 06907 BUSINESS PHONE: 203-323-5161 MAIL ADDRESS: STREET 1: 11 LARGO DRIVE SOUTH CITY: STAMFORD STATE: CT ZIP: 06907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 IRS NUMBER: 204306350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 254 WITHERSPOON STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: 254 WITHERSPOON STREET CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G 1 sc13g07738ctm_09152009.htm SCHEDULE 13G sc13g07738ctm_09152009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.  )1
 

CTM Media Holdings, Inc.
 (Name of Issuer)
 
Class B Common Stock, $0.01 par value
 (Title of Class of Securities)
 
22944D203
 (CUSIP Number)
 
September 15, 2009
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  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).
 
 
 
 

 
CUSIP NO. 22944D203
 
1
NAME OF REPORTING PERSON
 
Raging Capital Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
150,678
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
150,678
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
150,678
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.9%
12
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 22944D203
 
1
NAME OF REPORTING PERSON
 
Raging Capital Fund (QP), LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
125,818
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
125,818
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
125,818
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.4%
12
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 22944D203
 
1
NAME OF REPORTING PERSON
 
Raging Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
276,496
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
276,496
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
276,496
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3%
12
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 22944D203
 
1
NAME OF REPORTING PERSON
 
William C. Martin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
276,496
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
276,496
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
276,496
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3%
12
TYPE OF REPORTING PERSON
 
IN

 
5

 
CUSIP NO. 22944D203

Item 1(a).
Name of Issuer:
 
CTM Media Holdings, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
11 Largo Drive South, Stamford, Connecticut 06907
 
Item 2(a).
Name of Person Filing:
 
This statement is filed by Raging Capital Fund, LP, a Delaware limited partnership (“Raging Capital Fund”), Raging Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the “Raging Funds”), Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and William C. Martin (“Mr. Martin”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
Raging Capital is the general partner of each of the Raging Funds.  Mr. Martin is the managing member of Raging Capital.  By virtue of these relationships, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Issuer’s Class B Common Stock, par value $0.01 per share, owned directly by the Raging Funds.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of each of the Reporting Persons is 254 Witherspoon Street, Princeton, New Jersey 08542.
 
Item 2(c).
Citizenship:
 
The Raging Funds and Raging Capital are organized under the laws of the State of Delaware.  Mr. Martin is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Class B Common Stock, par value $0.01 per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
 
22944D203
 
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
/X/
Not Applicable
 
 
(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).
 
 
6

 
CUSIP NO. 22944D203
 
 
(d)
/  /
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
/  /
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
 
 
(f)
/  /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
 
 
(g)
/  /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
 
 
(h)
/  /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
/  /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
 
(j)
/  /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
(k)
/  /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
 
Raging Capital Fund
 
 
(a)
Amount beneficially owned:
 
150,678 Shares
 
 
(b)
Percent of class:
 
2.9% (based upon 5,168,796 Shares outstanding, which is the total number of Shares outstanding based on the Issuer’s Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on September 4, 2009).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
150,678 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
150,678 Shares
 
 
7

 
CUSIP NO. 22944D203
 
 
Raging Capital Fund QP
 
 
(a)
Amount beneficially owned:
 
125,818 Shares
 
 
(b)
Percent of class:
 
2.4% (based upon 5,168,796 Shares outstanding, which is the total number of Shares outstanding based on the Issuer’s Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on September 4, 2009).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
125,818 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
125,818 Shares
 
 
Raging Capital
 
 
(a)
Amount beneficially owned:
 
276,496 Shares*
 
 
(b)
Percent of class:
 
5.3% (based upon 5,168,796 Shares outstanding, which is the total number of Shares outstanding based on the Issuer’s Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on September 4, 2009).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
 (ii)
Shared power to vote or to direct the vote
 
276,496 Shares*
 
 
8

 
CUSIP NO. 22944D203
 
 
 (iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
 (iv)
Shared power to dispose or to direct the disposition of
 
276,496 Shares*
  ____________________
* Consists of the Shares owned directly by the Raging Funds.
 
 
Mr. Martin
 
 
(a)
Amount beneficially owned:
 
276,496 Shares*
 
 
(b)
Percent of class:
 
5.3% (based upon 5,168,796 Shares outstanding, which is the total number of Shares outstanding based on the Issuer’s Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on September 4, 2009).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
 (ii)
Shared power to vote or to direct the vote
 
276,496 Shares*
 
 
 (iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
 (iv)
Shared power to dispose or to direct the disposition of
 
276,496 Shares*
  ____________________
* Consists of the Shares owned directly by the Raging Funds.
 
As the general partner of each of the Raging Funds, Raging Capital may be deemed to be the beneficial owner of the Shares owned directly by the Raging Funds.  As the managing member of Raging Capital, Mr. Martin may be deemed to be the beneficial owner of the Shares owned directly by the Raging Funds.
 
 
9

 
CUSIP NO. 22944D203
 
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
 
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 [   ].
 
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 or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit 99.1.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
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 that purpose or effect.
 
 
10

 
CUSIP NO. 22944D203
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: September 25, 2009
 
   
 
Raging Capital Fund, LP
   
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
Raging Capital Fund (QP), LP
     
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
Raging Capital Management, LLC
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
/s/ William C. Martin
 
William C. Martin
 
 
 
11
EX-99.1 2 ex991to13g07738ctm_09152009.htm JOINT FILING AGREEMENT ex991to13g07738ctm_09152009.htm
Exhibit 99.1
 
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) 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 dated September 25, 2009 (including amendments thereto) with respect to the Class B Common Stock of CTM Media Holdings, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
 
Dated: September 25, 2009
 
   
 
Raging Capital Fund, LP
   
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
Raging Capital Fund (QP), LP
     
 
By:
Raging Capital Management, LLC
General Partner
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
Raging Capital Management, LLC
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
/s/ William C. Martin
 
William C. Martin
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