| Zoo Entertainment, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 98978F108 |
| (CUSIP Number) |
David E. Smith c/o Coast Asset Management, LLC 2450 Colorado Ave., Suite 100 E. Tower Santa Monica, CA 90404 310-576-3502 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 30, 2012 |
| (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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. |
| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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. | 98978F108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| David E. Smith | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [_] | ||
| 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) | [_] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
6,069(1) | ||
| 8. | SHARED VOTING POWER | |
2,210,221(1) | ||
| 9. | SOLE DISPOSITIVE POWER | |
6,069(1) | ||
| 10. | SHARED DISPOSITIVE POWER | [_] | |
2,210,221(1) | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
2,216,290(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
26.5%(1)(2) | ||
| 14. | TYPE OF REPORTING PERSON* | |
| IN | ||
(1) Includes (i) 1,839,706 shares of Common Stock owned by Coast Medina, LLC and 10,803 shares of Common Stock owned by Coast Sigma Fund, LLC, both Delaware limited liability companies controlled by David E. Smith, (ii) non-qualified stock options to purchase up to 6,069 shares of Common Stock for a price of $2.46 per share that are vested and exercisable within the next 60 days and (iii) warrants held by Coast Medina, LLC to purchase up to 359,712. (2) Based on a total of 8,011,435 shares of Common Stock outstanding as of November 14, 2011, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 21, 2011. |
| CUSIP No. | 98978F108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Coast Offshore Management (Cayman), Ltd. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [_] | ||
| 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) | [_] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
| 0 | ||
| 8. | SHARED VOTING POWER | |
2,199,418(1) | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | [_] | |
2,199,418(1) | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
2,199,418(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
26.3%(1)(2) | ||
| 14. | TYPE OF REPORTING PERSON* | |
| CO | ||
(1) Includes (i) 1,839,706 shares of Common Stock owned by Coast Medina, LLC and (ii) warrants held by Coast Medina, LLC to purchase up to 359,712 shares of Common Stock. (2) Based on a total of 8,011,435 shares of Common Stock outstanding as of November 14, 2011, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 21, 2011. |
| CUSIP No. | 98978F108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| The Coast Fund, LP | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [_] | ||
| 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) | [_] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
| 0 | ||
| 8. | SHARED VOTING POWER | |
2,199,418(1) | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | [_] | |
2,199,418(1) | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
2,199,418(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
26.3%(1)(2) | ||
| 14. | TYPE OF REPORTING PERSON* | |
| PN | ||
(1) Includes (i) 1,839,706 shares of Common Stock owned by Coast Medina, LLC and (ii) warrants held by Coast Medina, LLC to purchase up to 359,712. (2) Based on a total of 8,011,435 shares of Common Stock outstanding as of November 14, 2011, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 21, 2011. |
| CUSIP No. | 98978F108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Coast Medina, LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [_] | ||
| 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) | [_] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
| 0 | ||
| 8. | SHARED VOTING POWER | |
2,199,418(1) | ||
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | [_] | |
2,199,418(1) | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
2,199,418(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
26.3%(1)(2) | ||
| 14. | TYPE OF REPORTING PERSON* | |
| OO | ||
(1) Includes (i) 1,839,706 shares of Common Stock owned by Coast Medina, LLC and (ii) warrants held by Coast Medina, LLC to purchase up to 359,712 shares of Common Stock. (2) Based on a total of 8,011,435 shares of Common Stock outstanding as of November 14, 2011, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 21, 2011. |
| CUSIP No. | 98978F108 | ||
| Item 1. | Security and Issuer. |
| This Amendment No. 5 (this "Amendment") to the Schedule 13D originally filed with the Securities and Exchange Commission on February 2, 2010, as amended by Amendment No. 1 to the Schedule 13D on March 8, 2010, Amendment No. 2 to the Schedule 13D on June 10, 2010, Amendment No. 3 to the Schedule 13D on July 26, 2011, and Amendment No. 4 to the Schedule D on January 25, 2012, relates to the common stock, par value $0.001 per share ("Common Stock"), of Zoo Entertainment, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 3805 Edwards Road, Suite 400, Cincinnati, Ohio 45209. | ||
| Item 2. | Identity and Background. |
| (a-c,f) | This Schedule 13D is being filed by David E. Smith, Coast Offshore Management (Cayman), Ltd. ("Coast Offshore Management"), The Coast Fund, LP ("The Coast Fund") and Coast Medina, LLC ("Coast Medina"). Each of David E. Smith, Coast Offshore Management, The Coast Fund and Coast Medina may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons". David E. Smith is the president of Coast Offshore Management. Coast Offshore Management is the managing general partner of The Coast Fund. The Coast Fund is the sole member of Coast Medina. The Coast Fund is a Cayman Islands limited partnership. Coast Medina is a Delaware limited liability company. Coast Offshore Management is a Cayman Islands Company. David E. Smith is a United States citizen. The principal business address for each of David E. Smith, Coast Offshore Management, The Coast Fund and Coast Medina is 2450 Colorado Ave., Suite 100 E. Tower, Santa Monica, CA 90404. | ||
| (d) | David E. Smith has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | ||
| (e) | None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | ||
| Item 3. | Source and Amount of Funds or Other Consideration. | ||
The Common Stock is held for general investment purposes and was paid for with working capital. | ||
| Item 4. | Purpose of Transaction. |
This Amendment is being filed to report an amendment to the First Amendment to Second Amended and Restated Factoring and Security Agreement (as discussed in Item 6 below). The Reporting Persons intend to continuously assess the Issuer's business, financial conditions, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities. Depending on such assessments, the Reporting Persons may, from time to time, acquire additional shares of Common Stock or may determine to sell or otherwise dispose of all or some of their holdings of shares of Common Stock. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth herein, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer. | ||
| (a,b) | Based on a total of 8,011,435 shares of Common Stock outstanding as reported on the Issuers 10-Q filed with the Securities and Exchange Commission on November 21, 2011, David E. Smith may be deemed to be the beneficial owner of 2,216,290 shares of Common Stock, constituting 26.5% of the Issuer's Common Stock, which includes (i) non-qualified stock options to purchase up to 6,069 shares of Common Stock; (ii) 10,803 shares of Common Stock owned by Coast Sigma Fund, LLC; (iii)1,839,706 shares of Common Stock owned by Coast Medina, LLC and (iv) warrants held by Coast Medina, LLC to purchase up to 359,712 shares of Common Stock. David E. Smith has the sole power to vote or direct the vote of 6,069 Common Stock; has the shared power to vote or direct the vote of 2,210,221 Common Stock; has sole power to dispose or direct the disposition of 6,069 Common Stock; and has shared power to dispose or direct the disposition of 2,210,221 Common Stock. | ||
| (a,b) | Based on a total of 8,011,435 shares of Common Stock outstanding as reported on the Issuers 10-Q filed with the Securities and Exchange Commission on November 21, 2011, Coast Offshore Management may be deemed to be the beneficial owner of 2,199,418 shares of Common Stock, constituting 26.3% of the Issuer's Common Stock, which includes (i)1,839,706 shares of Common Stock owned by Coast Medina, LLC and (ii) warrants held by Coast Medina, LLC to purchase up to 359,712 shares of Common Stock. Coast Offshore Management has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 2,199,418 Common Stock; has sole power to dispose or direct the disposition of 0 Common Stock; and has shared power to dispose or direct the disposition of 2,199,418 Common Stock. |
| (a,b) | Based on a total of 8,011,435 shares of Common Stock outstanding as reported on the Issuers 10-Q filed with the Securities and Exchange Commission on November 21, 2011, the Coast Fund may be deemed to be the beneficial owner of 2,199,418 shares of Common Stock, constituting 26.3% of the Issuer's Common Stock, which includes (i)1,839,706 shares of Common Stock owned by Coast Medina, LLC and (ii) warrants held by Coast Medina, LLC to purchase up to 359,712 shares of Common Stock. The Coast Fund has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 2,199,418 Common Stock; has sole power to dispose or direct the disposition of 0 Common Stock; and has shared power to dispose or direct the disposition of 2,199,418 Common Stock. | ||
| (a,b) | Based on a total of 8,011,435 shares of Common Stock outstanding as reported on the Issuers 10-Q filed with the Securities and Exchange Commission on November 21, 2011, Coast Medina, LLC may be deemed to be the beneficial owner of 2,199,418 shares of Common Stock, constituting 26.3% of the Issuer's Common Stock, which includes (i)1,839,706 shares of Common Stock owned by Coast Medina, LLC and (ii) warrants held by Coast Medina, LLC to purchase up to 359,712 shares of Common Stock. Coast Medina, LLC has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 2,199,418 Common Stock; has sole power to dispose or direct the disposition of 0 Common Stock; and has shared power to dispose or direct the disposition of 2,199,418 Common Stock. | ||
| (c) | |||
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect | ||
| to Securities of the Issuer. | |||
| As previously reported, MMB Holdings LLC, an entity partially owned by David E. Smith, entered into the First Amendment to Second Amended and Restated Factoring and Security Agreement with Zoo Publishing, Inc. (the "Factoring Agreement"), a wholly-owned subsidiary of the Issuer. The Factoring Agreement was further amended on January 30, 2012. The details of the amendment were included in the Issuers 8-K filed with the Securities and Exchange Commission on February 3, 2012. | |||
| Item 7. | Material to be Filed as Exhibits. | ||
Exhibit A: Agreement between the Reporting Persons to file jointly | |||
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
David E. Smith/President Coast Offshore Management (Cayman), Ltd. | |
| (Name/Title) | |
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
David E. Smith/Managing Member of the general partner of The Coast Fund, LP | |
| (Name/Title) | |
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
David E. Smith/Managing Member of the general partner of the sole member of Coast Medina, LLC | |
| (Name/Title) | |
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
David E. Smith/President Coast Offshore Management (Cayman), Ltd. | |
| (Name/Title) | |
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
David E. Smith/Managing Member of the general partner of The Coast Fund, LP | |
| (Name/Title) | |
| February 3, 2012 | |
| (Date) | |
| /s/ David E. Smith | |
| (Signature) | |
David E. Smith/Managing Member of the general partner of the sole member of Coast Medina, LLC | |
| (Name/Title) | |
