| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| SCHEDULE 13D Under the Securities Exchange Act of 1934 |
| COURTSIDE ACQUISITION CORP. |
| (Name of Issuer) |
| Common Stock, par value $.0001 per share |
| (Title of Class of Securities) |
| 22274N 10 2 |
| (CUSIP Number) |
|
Oded Aboodi 1700 Broadway 17th Floor New York, NY 10019 |
with a copy to: | David Alan Miller, Esq. Graubard Miller 405 Lexington Avenue New York, NY 10174-1901 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
| May 21, 2007 |
| (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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box ý. |
|
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.
|
|
*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). |
| Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a current valid OMB control number. |
| 1 | NAME OF REPORTING PERSON | |||||||||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) | ||||||||||||
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| Oded Aboodi I.D. No. | ||||||||||||
| 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) | |||||||||||
| WC | ||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||||
| United States | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | ||||||||||
| 201,321 | ||||||||||||
| 8 | SHARED VOTING POWER | |||||||||||
| 660,000 | ||||||||||||
| 9 | SOLE DISPOSITIVE POWER | |||||||||||
| 201,321 | ||||||||||||
| 10 | SHARED DISPOSITIVE POWER | |||||||||||
| 660,000 | ||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||||
| 861,321 | ||||||||||||
| 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) | |||||||||||
| 5.2% | ||||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||||||||||
| IN | ||||||||||||
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This Schedule 13D is filed by Oded Aboodi (“Aboodi”) with respect to ownership of the common stock of Courtside Acquisition Corp., a Delaware corporation (the “Issuer”).
The percentages of beneficial ownership reflected in this Schedule 13D are based upon 16,800,000 shares outstanding as of March 31, 2007 as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $0.0001 per share (the “Common Stock”), of the Issuer. The principal executive office of the Issuer is 1700 Broadway, 17th Floor, New York, New York 10019.
Item 2. Identity and Background.
This Statement is being filed by Aboodi. The business address of Aboodi is 1700 Broadway, 17th Floor, New York, New York 10019. Aboodi has been a Special Advisor of the Issuer since its inception.
During the past five years, Aboodi has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, Aboodi has not 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.
Aboodi is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
In March 2005, in connection with the Issuer’s formation, each of the HMA 1999 Trust, DKA 1999 Trust and ASH 1999 Trust (collectively, the “Trusts”) purchased 220,000 shares of Common Stock at a purchase price of approximately $0.0083 per share. Aboodi is a Trustee of each of the trusts. The Trusts used working capital to purchase such shares at that time.
In August 2005, Nechadeim Group LLC (“Nechadeim”), an entity owned equally by the Trusts, purchased warrants (“Warrants”) to purchase an aggregate of 620,877 shares of the Issuer’s Common Stock for an aggregate purchase price of $306,794.10. The Warrants have an exercise price of $5.00 per share and will become exercisable upon completion by the Issuer of a business combination with a target business. Nechadeim used its working capital to purchase such Warrants at that time.
In May 2007, OA/Kadima Holdings LLC (“Holdings”), an entity of which Aboodi is the manager and member, entered into a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934, as amended (“Act”). Pursuant to such plan, Holdings agreed to purchase 390,000 shares of Common Stock; provided that such purchases are made in compliance with Rule 10b-18 promulgated under the Act and will cease upon consummation of the Acquisition described in Item 4(b). As of the date of this report, Holdings has purchased an aggregate of 201,321 shares of the Issuer’s Common Stock for
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an aggregate purchase price of $1,131,727.35 pursuant to this plan. Holdings used its working capital to purchase such shares at that time.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(a) Aboodi may acquire additional securities from time to time in the open market or in private transactions. In May 2007, Holdings entered into a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated under the Act. Pursuant to such plan, Holdings agreed to purchase 390,000 shares of Common Stock; provided that such purchases are made in compliance with Rule 10b-18 promulgated under the Act and will cease upon consummation of the Acquisition described in Item 4(b). As of the date of this report, Holdings has purchased an aggregate of 201,321 shares of the Issuer’s Common Stock pursuant to this plan. Additionally, Nechadeim holds Warrants to purchase an aggregate of 620,877 shares of the Issuer’s Common Stock. The Warrants have an exercise price of $5.00 per share and will become exercisable upon completion by the Issuer of a business combination with a target business.
(b) On January 24, 2007, the Issuer signed the purchase agreement (which was amended on May 2, 2007) (“Acquisition Agreement”) to acquire (the “Acquisition”) the business and substantially all of the assets of American Community Newspapers LLC, a publisher of community newspapers now operating within the following markets: Minneapolis - St. Paul, Dallas, Northern Virginia (suburban Washington D.C.) and Columbus, Ohio. The purchase price is approximately $206,000,000, subject to working capital adjustments (of which up to $12,500,000 may be paid in shares of the Issuer’s Common Stock valued at $5.70 per share and the balance will be paid in cash) plus up to $15,000,000 based on 2008 newspaper cash flow and $10,000,000 if during any 20 trading days within any 30 trading day period through July 7, 2009 the last reported sale price of Common Stock exceeds $8.50 per share.
The Acquisition is expected to be consummated during the second quarter of 2007, after the required approval by the Issuer’s stockholders and the fulfillment of certain other closing conditions.
Pursuant to a Letter Agreement, dated April 22, 2005, between the Issuer, EarlyBirdCapital, Inc. and each of the Trusts, when the Issuer seeks stockholder approval of the transactions contemplated by the Acquisition Agreement, the Trusts have agreed to vote the shares of Common Stock received upon the Issuer’s formation on such proposal in accordance with the majority of the votes cast by the holders of the shares of Common Stock issued in the Issuer’s initial public offering. Aboodi, the Trusts and Nechadeim may vote any other shares of Common Stock held by them any way they choose and intend to vote such shares in favor of the transactions contemplated by the Acquisition Agreement.
At the date of this Statement, Aboodi, except as set forth in this Statement and the Acquisition Agreement discussed in this Item 4, has no plans or proposals which would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer 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;
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those actions enumerated above.
Item 5. Interest in Securities of the Issuer.
Aboodi beneficially owns 861,321 shares of the Issuer’s Common Stock. Aboodi has shared dispositive and voting power over the 660,000 shares held by the Trusts and has sole dispositive and voting power over the 201,321 shares held by Holdings. Aboodi beneficially owns 5.2% of the Issuer’s outstanding shares of Common Stock. The foregoing does not include 620,877 shares of Common Stock issuable upon exercise of Warrants held by Nechadeim that are not currently exercisable and may not become exercisable within 60 days.
During the past 60 days, Holdings effected the purchases in May 2007 as described in Item 3 above.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Reference is made to the disclosure set forth in Items 3, 4 and 5 of this Statement, which disclosure is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
1. Purchase Agreement dated as of January 24, 2007 among Courtside Acquisition Corp., American Community Newspapers LLC and, solely for purposes of Section 2.22 thereof, ACN Holding LLC. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 24, 2007 and filed with the SEC on January 25, 2007, as amended on January 25, 2007).
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SIGNATURES
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.
| Dated: May 31, 2007 | |
| /s/ Oded Aboodi | |
| Oded Aboodi |
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