Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Atrinsic,
Inc.
(Name of
Issuer)
Common
Stock, par value $.01 per share
(Title of
Class of Securities)
04964C109
(CUSIP
Number)
MPLC
Holdings, LLC
15260
Ventura Boulevard, 20th
Floor
Sherman
Oaks, CA 91403
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
1, 2010
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o .
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
(Page 1
of 9)
_____________________
*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
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. 04964C109
|
Page
2 of 9
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey
Akres
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
|
(a)
o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see Instructions)
N/A
|
|
5
|
CHECK
BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
47,867
(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
47,867
(1)
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,867
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(2)
|
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
IN
|
|
|
(1)
|
Includes
35,541 shares of common beneficially held by Jeffrey Akres and 12,326
share of common stock beneficially held by Purple Sky Pty Ltd., Trustee of
the JI Family Trust. Mr. Akres exercises voting and dispositive
power over the securities held by Purple Sky Pty
Ltd.
|
|
|
(2)
|
Based
on a total of 20,862,826 shares of the Issuer's common stock issued and
outstanding on November 13, 2009, as reported on the Issuer's Quarterly
Report on Form 10-Q filed on November 13,
2009.
|
|
CUSIP
No. 04964C109
|
Page 3 of 9
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MPLC
Holdings, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
|
(a)
o
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see Instructions)
N/A
|
|
5
|
CHECK
BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
SHARED
VOTING POWER
2,738,359
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
2,738,359
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,738,359
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
(1)
|
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
OO –
Limited Liability Company
|
|
(1)
|
Based on a total
of 20,862,826 shares of the Issuer's common stock issued and outstanding
on November 13, 2009, as reported on the Issuer's Quarterly Report on Form
10-Q filed on November 13, 2009.
|
|
CUSIP
No. 04964C109
|
Page 4 of 9
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Europlay
Capital Advisors, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
|
(a)
o
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see Instructions)
N/A
|
|
5
|
CHECK
BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
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
766,369
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
766,369
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
766,369
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
(1)
|
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
OO –
Limited Liability Company
|
|
(1)
|
Based on a total
of 20,862,826 shares of the Issuer's common stock issued and outstanding
on November 13, 2009, as reported on the Issuer's Quarterly Report on Form
10-Q filed on November 13, 2009.
|
|
CUSIP
No. 04964C109
|
Page 5 of 9
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark
Dyne
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
|
(a)
o
(b) x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (see Instructions)
N/A
|
|
5
|
CHECK
BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of South Africa
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,892
(1)
|
|
8
|
SHARED
VOTING POWER
3,504,728
(2)
|
|
|
9
|
SOLE
DISPOSITIVE POWER
3,892
(1)
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,504,728
(2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,508,620
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
(3)
|
|
14
|
TYPE
OF REPORTING PERSON (see Instructions)
IN
|
|
(1)
|
Consists
of 3,892 shares held by Mr. Dyne, as an
individual.
|
|
(2)
|
Includes
766,369 shares of the issuer’s common stock held by Europlay Capital
Advisors, LLC, of which the reporting person is Chief Executive Officer
and Chairman and 2,738,359 shares of the issuer’s common stock held by
MPLC Holdings, LLC, of which the reporting person is
manager.
|
|
(3)
|
Based
on a total of 20,862,826 shares of the Issuer's common stock issued and
outstanding on November 13, 2009, as reported on the Issuer's Quarterly
Report on Form 10-Q filed on November 13,
2009.
|
This
Schedule 13D/A (“Amendment No. 1”) amends the following sections of the Schedule
13D filed with the Securities and Exchange Commission on February 23, 2007 (the
“Original Filing”). Terms not defined herein but used herein shall
have the meaning ascribed to them in the Original Filing.
Item
1. Security and Issuer.
Item 1 of
the Original Filing is hereby amended and restated as follows:
This
Schedule 13D, as amended, relates to the common stock, par value $.01 per share
(the “Common Stock”), of Atrinsic, Inc. (formerly known as New Motion, Inc., and
prior to New Motion, Inc. as MPLC, Inc.), a Delaware corporation (the
“Company”), which has its principal executive offices at 469 7th Avenue,
10th
Floor, New York, NY 10018.
Item
2. Identity and Background.
Item 2 of
the Original Filing is hereby amended and restated as follows:
This
statement is being filed jointly by MPLC Holdings, LLC, a Delaware limited
liability company (hereinafter “MPLC Holdings”), Europlay Capital Advisors, LLC,
a Delaware limited liability company, Mark Dyne, an individual, and Jeffrey
Akres, an individual. MPLC Holdings is an institutional investor that
makes and holds private equity investments. The principal business
address of MPLC Holdings is 15260 Ventura Boulevard, 20th Floor,
Sherman Oaks, California 91403.
Europlay
Capital Advisors, LLC is an institutional investor that makes and holds private
equity investments. The princ
ipal business address of Europlay
Capital Advisors, LLC is 15260 Ventura Boulevard, 20th Floor,
Sherman Oaks, California 91403.
Mark Dyne
is a citizen of The Republic of South Africa. His principal
occupation is Chief Executive Officer and Chairman of Europlay Capital Advisors,
LLC, and his principal business address is 15260 Ventura Boulevard, 20th Floor,
Sherman Oaks, California 91403. Mr. Dyne is also a director of the
Company. Effective as of February 1, 2010, Mr. Dyne became Manager of
MPLC Holdings, replacing Jeffrey Akres in this capacity.
Mr. Akres
is a citizen of Australia. His principal occupation is partner in a private
equity investment company called Vega Capital, and his principal business
address is 2-554 Old South Head Road, Rose Bay, 2029, NSW
Australia. As a result of the change in management of MPLC Holdings,
Mr. Akres no longer beneficially owns more than 5% of the Company’s Common
Stock.
During
the last five years, none of MPLC Holdings, Europlay Capital Advisors, LLC, Mr.
Dyne or Mr. Akres have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is 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.
Item 3 of the Original Filing is
supplemented and amended by the information below:
Mr. Dyne acquired his 3,892 shares of
Common Stock in the Company on June 29, 2009 as compensation for his services as
a director of the Company.
6
Europlay
Capital Advisors, LLC acquired 50,000 shares of Series C Preferred Stock in the
Company in exchange for its interest in New Motion Mobile, Inc. (formerly called
New Motion, Inc.) upon the Closing of the transactions contemplated by the
Exchange Agreement. The 50,000 shares of Series C Preferred Stock in
the Company held by Europlay Capital Advisors, LLC subsequently converted into
726,369 shares of the Company’s Common Stock subsequent to the Mandatory
Conversion and Reverse Split. Europlay Capital Advisors, LLC
additionally received 40,000 shares of Common Stock in the Company as partial
compensation for consulting services rendered to the Company.
Item
4. Purpose of Transaction.
Item 4 of
the Original Filing is supplemented and amended by the information
below:
This
Amendment No. 1 is being filed to report that, effective as of February 1, 2010,
Mark Dyne became Manager of MPLC Holdings, replacing Jeffrey Akres in this
capacity. As Manager, Mr. Dyne has voting and dispositive power over
the MPLC Shares. As a result of the change in management of MPLC
Holdings, Mr. Akres no longer exercises voting and dispositive power over the
MPLC Shares.
None of
MPLC Holdings, Europlay Capital Advisors, LLC, Mr. Dyne or Mr. Akres have any
plans or proposals which relate to or would result in the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Company or any of its
subsidiaries; any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Company's Board; any material
change in the present capitalization or dividend policy of the Company; any
other material change in the Company's business or corporate structure; any
changes in Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association; a
class of equity securities of the Company becoming eligible for termination of
registration pursuant to section 12(g)(4) of the Act; or any action similar to
any of those enumerated above.
Item
5. Interest in Securities of the Issuer.
Item 5 of
the Original Filing is supplemented and amended by the information
below:
7
All of
the 2,738,359 shares of Common Stock held by MPLC Holdings are held as an
investment. As sole manager of MPLC Holdings, Mr. Dyne has the power
to vote and dispose of the MPLC Shares. MPLC Holdings disclaims any
membership in a group relating to the Company. MPLC Holdings may be
deemed to beneficially own 13.1% of the Company’s Common Stock based on a total
of 20,862,826 shares of the Company's common stock issued and outstanding on
November 13, 2009, as reported on the Company's Quarterly Report on Form 10-Q
filed on November 13, 2009.
All of
the 766,369 shares of Common Stock held by Europlay Capital Advisors, LLC are
held as an investment. As Chief Executive Officer of Europlay Capital
Advisors, LLC, Mr. Dyne has the power to vote and dispose of the shares held by
this entity. Europlay Capital Advisors, LLC disclaims any membership
in a group relating to the Company. Europlay Capital Advisors, LLC
may be deemed to beneficially own 3.7% of the Company’s Common Stock based on a
total of 20,862,826 shares of the Company's common stock issued and outstanding
on November 13, 2009, as reported on the Company's Quarterly Report on Form 10-Q
filed on November 13, 2009.
All of
the 3,892 shares of Common Stock held by Mr. Dyne are held as an investment and
Mr. Dyne exercises sole voting and dispositive power over the shares that he
holds as an individual. Mr. Dyne disclaims any membership in a group
relating to the Company. Mr. Dyne may be deemed to beneficially own
3,508,620 shares or 16.8% of the Company’s Common Stock based on a total of
20,862,826 shares of the Company's common stock issued and outstanding on
November 13, 2009, as reported on the Company's Quarterly Report on Form 10-Q
filed on November 13, 2009.
All of
the 35,541 shares of Common Stock held by Mr. Akres are held as an investment
and Mr. Akres exercises sole voting and dispositive power over the shares that
he holds as an individual. All of the 12,326 shares of Common Stock held by
Purple Sky Pty Ltd., Trustee of the JI Family Trust, are held as an
investment. Mr. Akres exercises the sole voting and dispositive power
over the shares of Common Stock of the Company held by this
entity. Mr. Akres disclaims any membership in a group relating to the
Company. Mr. Akres may be deemed to beneficially own 47,867 shares or 0.2% of
the Company's Common Stock based on a total of 20,862,826 shares of the
Company's common stock issued and outstanding on November 13, 2009, as reported
on the Company's Quarterly Report on Form 10-Q filed on November 13,
2009. Mr. Akres ceased to be a beneficial owner of more than 5% of
the Company’s Common Stock on February 1, 2010 effective upon Mr. Dyne’s
appointment as Manager of MPLC Holdings.
No
transactions by MPLC Holdings, Europlay Capital Advisors, LLC, Mr. Dyne or Mr.
Akres in the Company’s Common Stock have been effected in the past 60
days.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Original Filing is
supplemented and amended by the information below:
The
Voting Agreement described in the Original Filing has now expired.
Item
7. Material to be Filed as Exhibits.
Exhibit
No.
|
|
1
|
Joint
Filing Agreement.
|
8
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Schedule 13D/A is true, complete and
correct.
|
MPLC
Holdings, LLC
|
|||
|
Dated:
February 3, 2010
|
/s/
Mark Dyne
|
||
|
By:
|
Mark
Dyne
|
||
|
Its:
|
Manager
|
||
|
Europlay
Capital Advisors, LLC
|
|||
|
Dated:
February 3, 2010
|
/s/
Mark Dyne
|
||
|
By:
|
Mark
Dyne
|
||
|
Its:
|
Chief
Executive Officer
|
||
|
Mark
Dyne, an individual
|
|||
|
Dated:
February 3, 2010
|
/s/
Mark Dyne
|
||
|
Jeff
Akres, an individual
|
|||
|
Dated:
February 3, 2010
|
/s/ Jeff Akres | ||
9
EXHIBIT
INDEX
Exhibit
No.
|
|
1
|
Joint
Filing Agreement.
|
EXHIBIT
1
JOINT
FILING AGREEMENT
We, the
undersigned, hereby express our agreement that the attached Schedule 13D/A
is, and any further amendments to the underlying Schedule 13D that are
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This agreement may be terminated
with respect to the obligations to jointly file future amendments to the
statement on Schedule 13D as to any of the undersigned upon such person
giving written notice thereof to each of the other persons signatory hereto, at
the principal office thereof.
The
undersigned further agree that each party hereto is responsible for the timely
filing of amendments to the Schedule 13D, and for the completeness and
accuracy of the information concerning such party contained therein; provided,
however, that no party is responsible for the completeness or accuracy of the
information concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
|
MPLC
Holdings, LLC
|
|||
|
Dated:
February 3, 2010
|
/s/
Mark Dyne
|
||
|
By:
|
Mark
Dyne
|
||
|
Its:
|
Manager
|
||
|
Europlay
Capital Advisors, LLC
|
|||
|
Dated:
February 3, 2010
|
/s/
Mark Dyne
|
||
|
By:
|
Mark
Dyne
|
||
|
Its:
|
Chief
Executive Officer
|
||
|
Mark
Dyne, an individual
|
|||
|
Dated:
February 3, 2010
|
/s/
Mark Dyne
|
||
|
Jeff
Akres, an individual
|
|||
|
Dated:
February 3, 2010
|
/s/ Jeff Akres | ||