UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
1
‘mktg,
inc.’
(Name
of Issuer)
Common
Stock, $.001 par value each
(Title
of Class of Securities)
60688K
108
(CUSIP
Number)
Charles
W. Horsey
c/o
‘mktg, inc.’
75
Ninth Avenue, 3
rd
Floor
New
York, New York 10011
(212)
403-4040
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December
15, 2009
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to
be sent.
(Continued
on following pages)
(Page 1
of 5 Pages)
———————
1
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).
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CUSIP
No.
60688K
108
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13D
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Page 2 of
5 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles
W. Horsey
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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o
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(b)
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o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
419,016
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8
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SHARED
VOTING POWER
332,226
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9
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SOLE
DISPOSITIVE POWER
232,969
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,242
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
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TYPE
OF REPORTING PERSON*
IN
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CUSIP
No.
60688K
108
|
13D
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Page 3 of
5 Pages
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This Amendment No. 1 to a Schedule 13D
filed with the Securities and Exchange Commission on January 23, 2009 (as so
amended, the “Schedule 13D”) is being filed to report the purchase by the
Reporting Person of securities of ‘mktg, inc.’ (the “Issuer”) in a private
placement which closed on December 15, 2009 (the “Private Placement”), all as
more specifically described below. Accordingly, the Schedule 13D is hereby
amended as follows:
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Item
2.
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Identity
and Background.
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Item 2 of the Schedule 13D is amended
by restating paragraph (c) to read, as follows:
(c) The
Reporting Person is the President of the Issuer, with a business
address of 75 Ninth Avenue, New York, New York 10011.
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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Item 3 of the Schedule 13D is amended
by adding the following paragraph at the end thereof:
On December 15, 2009, the Reporting
Person purchased from the Issuer in a Private Placement for an aggregate
purchase price of $200,000: (i) a Senior Secured Note in the
principal amount of $100,000 (the “Note”); (ii) 100,000 shares of
Series D Convertible Participating Preferred Stock (the “Preferred Stock) with
an aggregate stated value of $100,000, convertible into 212,766 shares of Common
Stock at an initial conversion price of $.47; and (iii) a Warrant to
purchase an additional 98,251 shares of Common Stock (the “Warrant”) (the Note
and, together with the Preferred Stock and the Warrant, the “Securities”). The
purchase price for the Securities was paid with the personal funds of the
Reporting Person. The conversion price of the Preferred Stock is
subject to antidilution adjustments and certain other adjustments pursuant to
the Certificate of Designations, Preferences and Rights of Series D Convertible
Participating Preferred Stock. The Warrant has an exercise price of $0.001 per
share and is exercisable from June 13, 2010 through June 13, 2016.
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Item
5.
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Interest
in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby
amended and restated, as follows:
(a) As of the date of this filing, the
Reporting Person beneficially owns 751,242 shares of Common Stock, consisting of
(i) 206,250 shares of Common Stock held directly by the Reporting Person, of
which 186,047 shares are “restricted” Common Stock awarded to the
Reporting Person as an employee of the Company (the “Restricted Shares”) and
subject to forfeiture; (ii) 100,000 shares of Preferred Stock convertible into
212,766 shares of Common Stock held directly by the Reporting Person; and (iii)
332,226 shares of Common Stock (the “Escrowed Shares”) which are being held in
escrow and which were issued to 3 For All Partners LLC (“3 For All”) by the
Issuer in partial consideration for the assets of 3 For All. The Reporting
Person has a 55% membership interest in 3 For All and is its Chief Executive
Officer, and accordingly, may be deemed to be the beneficial owner of the Escrow
Shares. Such shares do not include the Warrant acquired in the Private
Placement, which is not exercisable within 60 days of the date of this Schedule
13D.
As of the
date of this filing, the 751,242 shares of Common Stock of the Issuer
beneficially owned by the Reporting Person constitute 8.5% of the Issuer’s
outstanding shares of Common Stock.
(b) The
Reporting Person has the sole power to vote or to direct the vote of 419,016
shares of Common Stock owned by him and has the sole power to dispose of or
direct the disposition of 232,969 shares of Common Stock owned by
him.
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CUSIP
No.
60688K
108
|
13D
|
Page 4 of
5 Pages
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The
Reporting Person has the sole power to vote, but has no power to dispose of, the
186,047 Restricted Shares, which are subject to forfeiture and restrictions on
transfer pursuant to the Restricted Stock Agreements under which they were
awarded to the Reporting Person.
The
Reporting Person shares with 3 For All and its members the power to vote, but
has no power to dispose of, the 332,226 Escrow Shares held of record by 3 For
All. The Escrow Shares are being held in escrow by JPMorgan Chase
Bank, National Association to satisfy indemnification and other claims, if any,
that the Issuer may assert under the Asset Purchase Agreement under which it
acquired the assets of 3 For All Partners.
(c) The
Reporting Person purchased the Securities in the Private Placement on December
15, 2009 as set forth in Item 3 herein.
(d) Not
Applicable
(e) Not
Applicable
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CUSIP
No.
60688K
108
|
13D
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Page 5
of 5 Pages
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SIGNATURE
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.
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/s/
Charles W. Horsey
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Charles
W. Horsey
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