View:
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO.1)*
SearchMedia Holdings
Limited
(Name
of Issuer)
Common Stock, par value
$0.0001
(Title
of Class of Securities)
B56LK12
(CUSIP
Number)
December 24,
2009
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule 13d-1(b)
[x] Rule
13d-1(c)
[
] Rule 13d-1(d)
*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).
(Continued
on the Following Pages)
The Schedule 13G filed by the Reporting Persons (as defined
below) on January 4, 2010 incorrectly stated the beneficial ownership percentage
of the Reporting Persons as of December 24, 2009. Due to the actual
number of shares outstanding as of the event date, the Reporting Persons
beneficially owned less than 5.0% of the outstanding shares of SearchMedia
Holdings Limited and no Schedule 13G was required to be filed.
The names of the persons filing this statement on Schedule
13G are:
|
·
|
Luxor Capital Partners, LP, a Delaware limited
partnership (the “Onshore Fund”);
|
|
·
|
Luxor Spectrum, LLC, a Delaware limited liability
company (the “Spectrum Onshore
Fund”);
|
|
·
|
Luxor Capital Partners Offshore Master Fund, LP, a
Cayman Islands limited partnership (the “Offshore Master
Fund”);
|
|
·
|
Luxor Capital Partners Offshore, Ltd., a Cayman
Islands exempted company (the “Offshore Feeder
Fund”);
|
|
·
|
Luxor Spectrum Offshore Master Fund, LP, a Cayman
Islands limited Partnership (the “Spectrum Offshore Master
Fund”);
|
|
·
|
Luxor Spectrum Offshore, Ltd., a Cayman Islands
exempted company (the “Spectrum Offshore Feeder
Fund”);
|
|
·
|
Luxor Capital Group, LP, a Delaware limited
partnership (“Luxor Capital
Group”);
|
|
·
|
Luxor Management, LLC, a Delaware limited liability
company (“Luxor Management”);
|
|
·
|
LCG Holdings, LLC, a Delaware limited liability
company (“LCG Holdings”); and
|
|
·
|
Christian Leone, a United States Citizen (“Mr.
Leone”).
|
ITEM
5. OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
[X].
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set
forth in this statement is true, complete, and correct.
Dated: February 24, 2010
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR SPECTRUM, LLC
By: LCG Holdings, LLC, as Managing Member
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND,
LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: Luxor Capital Group, LP, as investment
manager
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR SPECTRUM OFFSHORE, LTD.
By: Luxor Capital Group, LP, as investment
manager
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LCG HOLDINGS, LLC
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR MANAGEMENT, LLC
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
/s/ Adam Miller
Adam Miller, as
Attorney-in-Fact
For Christian Leone
EXHIBIT
C
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena
Cimador as the undersigned’s true and lawful authorized representative,
attorney-in-fact and agent, each with the power individually to execute for and
on behalf of the undersigned and to file with and deliver to the United States
Securities and Exchange Commission and any other authority or party required or
entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments
thereto, in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b)
any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the
undersigned in accordance with Section 13 of the 1934 Act and the rules
promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13 or any other provision of the 1934 Act or
the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 20, 2006.
/s/ Christian
Leone
Christian
Leone
ACKNOWLEDGEMENT
IN NEW YORK STATE
STATE
OF NEW YORK )
: ss.:
COUNTY
OF NEW YORK)
On January 20, 2006, before me, the
undersigned personally appeared, Christian Leone, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
/s/ Michael J.
Sadler
Michael J. Sadler
Notary
Public
[Notary
Stamp and Seal]