CUSIP No. 989070602
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Item 1. Security and Issuer.
ITEM 1 OF SCHEDULE 13D IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
This Amendment No. 1 amends the initial statement on Schedule 13D, filed with
the Securities and Exchange Commission (the "SEC") on June 19, 2009 (the
Schedule 13D as amended is herein referred to as the "Schedule 13D").
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Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JUNE 19, 2009.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 3,312,654
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 3,312,654 Shares.
As of the date hereof the Breakaway Fund may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Breakaway Management may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Breakaway Management GP may be deemed to beneficially own
3,312,654 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
6,625,308 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
9,937,962 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D FILED BY THE REPORTING PERSONS ON JUNE 19, 2009 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
On July 9, 2009, the Issuer held its 2009 Annual Meeting of Stockholders. At the
Annual Meeting, the Issuer's stockholders reelected Avram A. Glazer and elected
Philip A. Falcone and Corrine J. Glass as Class II directors of the Issuer's
Board of Directors. Following the Annual Meeting, the transactions contemplated
under Share Purchase Agreement were completed (the "Closing") and the Funds
purchased the Shares from the Sellers and 757,907 shares of common stock of
Zap.Com Corporation from Family LP and Avram Glazer. In addition, as
contemplated under the Share Purchase Agreement, on July 9, 2009, the Funds
purchased an additional 49,278 Shares from certain other members of the Glazer
family. The Funds have offered to purchase an additional 12,099 Shares from
another member of the Glazer family.
Additionally, as required by the terms of the Share Purchase Agreement,
following the Annual Meeting, directors Avram Glazer, Bryan Glazer, Darcie
Glazer and Edward Glazer resigned from the Issuer's Board of Directors. Avram
Glazer also resigned as the Issuer's Chairman, President and Chief Executive
Officer. Additionally, the remaining directors appointed Lawrence M. Clark, Jr.
and Peter A. Jenson to fill two of the vacancies on the Issuer's Board of
Directors created by such resignations and elected Mr. Falcone to fill the
positions of Chairman of the Board and President and Chief Executive Officer and
Mr. Jenson as Secretary of the Issuer. Each of Messrs. Falcone, Clark and Jenson
and Ms. Glass are employees of Harbinger LLC.
Concurrently with the Closing, Edward S. Glazer and Bryan G. Glazer resigned
from each position held by such person with Zap.com and Avram Glazer, Zap.com"s
sole director, increased the authorized number of directors of Zap.com to 4
members and appointed Philip A. Falcone, Corrine J. Glass and Lawrence M. Clark,
Jr. to fill three vacancies on Zap.com's Board of Directors resulting from the
increase in the authorized number of directors. Following the appointment of the
new directors, Avram Glazer resigned from Zap.com's Board of Directors and as
Zap.com's Chairman, President and Chief Executive Officer. The remaining
directors then appointed Mr. Falcone to fill the positions of Chairman of the
Board and President and Chief Executive Officer and Peter A. Jenson as Secretary
of Zap.com.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 3,312,654 Shares, constituting 17.2% of the Shares of the Issuer, based
upon 19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 3,312,654 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial
owner of 3,312,654 Shares, constituting 17.2% of the Shares of the Issuer, based
upon 19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 3,312,654 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 3,312,654 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
3,312,654 Shares, constituting 17.2% of the Shares of the Issuer, based upon
19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 3,312,654 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
The Breakaway Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 3,312,654 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Breakaway Management may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
Breakaway Management has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 3,312,654 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Breakaway Management GP may be deemed to be the
beneficial owner of 3,312,654 Shares, constituting 17.2% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
Breakaway Management GP has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 3,312,654 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 3,312,654 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 6,625,308 Shares, constituting 34.4% of the Shares of the
Issuer, based upon 19,276,334 Shares outstanding as of May 1, 2009, according to
the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2009.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 6,625,308 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,625,308 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 9,937,962 Shares, constituting 51.6% of the Shares of the Issuer, based
upon 19,276,334 Shares outstanding as of May 1, 2009, according to the Issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2009.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 9,937,962 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 9,937,962 Shares.
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(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares that were effected by the Reporting Persons
in the past sixty days are set forth in Exhibit B hereto.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 TO THE SCHEDULE 13D FILED BY THE REPORTING PERSONS ON JUNE 19, 2009 IS
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
Family LP and the Funds are parties to a letter agreement with Jefferies High
Yield Trading, LLC ("Jefferies"), pursuant to which each of Family LP, on the
one hand, and the Funds, on the other hand, paid Jefferies a finder's fee in the
amount of $500,000. The foregoing summary of the terms of the letter agreement
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the letter agreement, which was attached as Exhibit D to
the Schedule 13D filed with the SEC on June 19, 2009, and is incorporated herein
by reference.
In addition, see Item 4.
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Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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