SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 2)
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)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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. |
25659P402 |
13G/A |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Eric Semler |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 3,005,246 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 3,005,246 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,005,246 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
10.3%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
CUSIP No. |
25659P402 |
13G/A |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TCS Capital GP, 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 | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 3,005,246 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 3,005,246 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,005,246 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
10.3%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
CUSIP No. |
25659P402 |
13G/A |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TCS Capital Investments, L.P. |
||||
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 | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,762,259 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,762,259 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,762,259 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
6.1%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
Item 2(a) | Name of Person Filing. | |
TCS Capital GP, LLC, TCS Capital Investments, L.P., and Eric Semler | ||
Item 2(c) | Citizenship or Place of Organization. | |
TCS Capital GP, LLC is a limited liability company organized under the laws of the State of Delaware. TCS Capital Investments, L.P. is an exempted limited partnership organized under the laws of the Cayman Islands. Eric Semler is the principal of TCS Capital GP, LLC and is a United States citizen. | ||
Item 4 | Ownership. |
(a) | TCS GP (as the general partner of TCS Offshore, TCS Capital II and TCS Capital) and Eric Semler (as the principal of TCS GP) are the beneficial owners of 3,005,246 shares of Common Stock. TCS Offshore is the beneficial owner of 1,762,259 shares of Common Stock. | ||
(b) | TCS GP and Eric Semler are the beneficial owners of 10.3% of the outstanding shares of Common Stock. TCS Offshore is the beneficial owner of 6.1% of the outstanding shares of Common Stock. The denominator for calculating these percentages is 29,082,893 (which equals the sum of 25,082,893, the number of shares of Common Stock issued and outstanding as of May 5, 2008, as reported in the Issuers Form 10-Q filed with the |
Commission on May 8, 2008, plus 4,000,000, the number of shares of Common Stock issued in a private placement, as reported in the Issuers Form 8-K filed with the Commission on July 28, 2008). |
(c) | As the general partner of TCS Offshore, TCS Capital II and TCS Capital, TCS GP has the sole power to vote and dispose of the 3,005,246 shares of Common Stock beneficially owned by it. As the principal of TCS GP, Eric Semler has the sole power to vote and dispose of the 3,005,246 shares of Common Stock beneficially owned by him. As the direct owner, TCS Offshore has the sole power to vote and dispose of the 1,762,259 shares of Common Stock it holds. |
Item 10 | Certification. | |
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. | ||
Exhibits | Exhibit 1 | |
Joint Filing Agreement between TCS Capital GP, LLC, TCS Capital Investments, L.P. and Eric Semler. |
TCS Capital GP, LLC |
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By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
TCS Capital Investments, L.P. |
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By: | TCS Capital GP, LLC, its general partner |
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By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
/s/ Eric Semler | ||||
Eric Semler | ||||