SC 13D 1 formsc13d.htm ATTIVA CAPITAL PARTNERS LTD SC 13D 10-19-2012 formsc13d.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TP BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 
SPANISH BROADCASTING SYSTEMS, INC.
 
 
 (Name of Issuer)
 
     
 
Class A Class A Common Stock, Par Value $0.0001 per share
 
 
 (Title of Class of Securities)
 
     
 
846425882
 
 
 (CUSIP Number)
 
     
 
David Tomasello
 
 
Attiva Capital Partners LTD
 
 
Vanterpool Plaza, 2nd Floor, Wickhams Cay I,  Road Town,
Tortola , British Virgin Islands
Telephone:1 (646) 8375734
 
 
 (Name, Address and Telephone Number of Person
 
 
Authorized to Receive Notices and Communications)
 
     
 
October 19, 2012
 
 
(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 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.

*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).
 


 
 

 
 
CUSIP NO. 846425882
SCHEDULE 13D
 
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
BLUESTONE FINANCIAL LTD .
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
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
 
     
 
BRITISH VIRGIN ISLANDS (BVI)
 
     
  7
SOLE VOTING POWER
 
       
NUMBER OF
 
9,200 (equal to 0.221% of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
0
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
9,200 (equal to 0.221% of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
9,200 shares out of the 421.982 aggregate shares collectively owned by all the Reporting Persons.
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
0.221% of the aggregate 10.127 % interest collectively held by the Reporting Persons
 
     
14
TYPE OF REPORTING PERSON
 
     
 
CO
 
     
 
 
 

 

CUSIP NO. 846425882
SCHEDULE 13D
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
ATTIVA CAPITAL PARTNERS LTD
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
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
 
     
 
BRITISH VIRGIN ISLANDS (BVI)
 
     
 
7
SOLE VOTING POWER
 
       
NUMBER OF
 
3,581 shares (equal to 0.086% of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
 0 SHARES
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
3,581 shares (equal to 0.086% of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0 SHARES
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
3,581 shares out of 421.982 aggregate shares collectively owned by all the Reporting Persons.
 
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
     
 
0.086 % of the aggregate   10.127 % interest collectively held by the Reporting Persons.
 
     
14
TYPE OF REPORTING PERSON
 
     
 
PN
 
     


 
 

 
 
CUSIP NO. 846425882
SCHEDULE 13D
 
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
ANTONIO TOMASELLO
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
PF
 
     
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
 
     
 
ITALY
 
     
 
7
SOLE VOTING POWER
 
       
NUMBER OF
 
386.879  (equal to  9.284 % of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
0
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
386,879 shares (equal to 9.284 % of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
386,879 shares out of 421.982  aggregate shares collectively owned by all the Reporting Persons
 
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
     
 
9.284 %  of the aggregate  10.127 % interest collectively held by the Reporting Persons.
 
     
14
TYPE OF REPORTING PERSON
 
     
 
IN
 
     

 
 

 
 
CUSIP NO. 846425882
SCHEDULE 13D
 
 
     
1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
 
DAVID TOMASELLO
 
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
   
(b) o
     
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS
 
     
 
PF
 
     
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
 
     
 
VENEZUELA
 
     
 
7
SOLE VOTING POWER
 
       
NUMBER OF
 
22,322  (equal to 0.536 % of the share capital)
 
SHARES
     
BENEFICIALLY
8
SHARED VOTING POWER
 
OWNED
     
BY EACH
 
0
 
REPORTING
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
       
   
22,322 (equal to 0.536%  of the share capital)
 
       
 
10
SHARED DISPOSITIVE POWER
 
       
   
0
 
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
22,322 shares out of 421.982  aggregate shares collectively owned by all the Reporting Persons
 
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
     
 
0.536% of the aggregate 10.127 % interest collectively held by the Reporting Persons.
 
     
14
TYPE OF REPORTING PERSON
 
     
 
IN
 
     

 
 

 
 
United States
Securities and Exchange Commission

Schedule 13D

Item 1.  Security and Issuer

This statement relates to the Class A Class A Common Stock, with $.0001 par value per share (the “Class A Class A Common Stock”), issued by Spanish Broadcasting Systems, Inc. (the “Company”), whose principal executive offices are located at 2601 South Bayshore Drive, PH II, Coconut Grove, Florida 33133

Item 2.  Identity and Background

(a)
Bluestone Financial LTD (“Bluestone Reporting Person”)
 
Attiva Capital Partners LTD (hereinafter referred to as the “Attiva Reporting Person”)
 
Antonio Tomasello (“Antonio Tomasello Reporting Person”)
 
David Tomasello (“David Tomasello Reporting Person”) and together with the Attiva Reporting Person, The Bluestone Reporting Person, the Antonio Tomasello Reporting Person, the “Reporting Persons”
(b)
The purpose of the business of the Bluestone Reporting person is Financial Investing. The Bluestone Reporting Person is a Limited Company incorporated under the laws of Bristish virgin Islands. David Tomasello is the Managing Director of the Bluestone Reporting Person.
 
The purpose of business of Attiva Reporting Person is Financial Investing. The Attiva Reporting Person is a Limited Partnership incorporated under the laws of the British Virgin Island.  The members of the Attiva Reporting Person are David Tomasello and Gonzalo Mendoza.  David Tomasello is the Managing Partner of the Attiva Reporting Person
 
Avenida Cristobal Colon
Residencias Vista Azul, Penthouse A, Cumana, Estado Sucre 6101
Venezuela
 
Avenida Cristobal Colon, Edificio Flavesa, Cumana — Estado Sucre, Venezuela
(c)
The address(es) of the Bluestone Reporting Person is: Vanterpool Plaza, 2nd Floor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.
 
The address(es) of
of the Attiva Reporting Person is: Vanterpool Plaza, 2nd Floor, Wickhams Cay I,Road Town, Tortola, British Virigin Islands.
 
President, Metalinvest, S.A., Avenida Cristobal Colon
Edificio Vista Azul PH — D, Cumana, Estado Sucre 6101, Venezuela
 
Managing Director of the Bluestone Reporting Person and Managing Partner of the Attiva Reporting Person.
(d)
None
 
None
 
None
 
None
(e)
None
 
None
 
None
 
None
(f)
Organized in BVI
 
Organized in BVI
 
Citizen of Italy, father of David Tomasello
 
Citizen of Venezuela


 
 

 
 
Item 3.  Source and Amount of Funds or Other Consideration

The Attiva Reporting Person and the Bluestone Reporting Person used working capital to make all acquisitions of Class A Common Stock currently owned by each of them, respectively.

The Antonio Tomasello Reporting Person and the David Tomasello Reporting Person used personal funds to make all acquisitions of Class A Common Stock currently owned by each of them, respectively.

Item 4.  Purpose of Transaction

The disclosures below are specifically intended to reflect information relating to clauses (a), (b), (c), (d) and (j) of Item 4 of Schedule 13D.

Each of the Reporting Persons intend to review his or its investments in the Issuer on a continuing basis and any of them may engage in discussions with management and the Board of Directors concerning the business, operations and future plans of the Issuer as he or it deems appropriate.

The Principal Reporting Person (¨Attiva Capital¨)  encourages the Board to improve Corporate Governance by separating the roles of Chairman and CEO and stay true to its motto ¨the largest publicly traded Hispanic-controlled media and entertainment company in the United states¨.

In its duty to look after the interest of all shareholders, SBS must increase its board to include directors representing holders of Class A and Preferred Stock, respectively. At the time of this filing, we are one of the largest shareholders in SBS owning over 10.127 % of the Company’s Class A common stock and CBS Corporation, owning most of the Convertible Preferred stock.

James Madison once said: “The accumulation of all powers, legislative, executive, and judiciary, in the same hands, whether of one, a few, or many, and whether hereditary, self-appointed, or elective, may justly be pronounced the very definition of tyranny.”

On the same line of thought, Simon Bolivar, very well known in the Hispanic Culture once said : "Flee the Country Where a Lone Man Holds All Power: It is a Nation of Slaves"
 
Item 5.  Interest in Securities of the Issuer

 
(a)
As indicated in the Form 10K/A , filed by the Company with the Securities and Exchange Commission As of  March 26, 2012, there were 4,166,991 shares of Class A common stock.

 
(b)
As of the date of this Schedule 13D: the Attiva Reporting person owns 3,581 shares of Class A Common Stock, the Bluestone Reporting Person owns 9,200 shares of Class A Common Stock, the Antonio Tomasello Reporting Person owns 386.879 shares of Class A Common Stock and the David Tomasello Reporting Person owns 22,322 shares of Class A Common Stock. In the aggregate, this represents 421.982 shares of the Company’s Class A Common Stock, which is approximately 10.127 % of the total shares of the Company’s Class A Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Act of 1934

 
 

 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As indicated in Item 5(b), the Attiva Reporting Person has granted David Tomasello, managing partner of the Attiva Reporting Person, the sole power to vote or direct the vote of  3,581 shares of the Company’s Class A Common Stock.  The Bluestone Reporting Person has granted David Tomasello, Managing Director of Bluestone , the sole power to vote or direct the vote of 9,200 shares of the Company’s Class A Common Stock.  The Antonio Tomasello Reporting Person has granted David Tomasello, son of the Antonio Tomasello Reporting Person, the sole power to vote or direct the vote of 386.879 shares of the Company’s Class A Common Stock.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Issuer, other than those disclosed in the present filing.

Item 7.  Material to Be Filed as Exhibits.

None

 
 

 
 
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.

Date: October 19, 2012

 
/s/ David Tomasello
 
David Tomasello, as managing partner of Attiva Capital Partners LTD

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.

Date: October 19, 2012

 
/s/ David Tomasello
 
David Tomasello, as Managing Director of Bluestone Financial LTD

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.

Date: October 19, 2012
 
 
/s/ Antonio Tomasello
 
Antonio Tomasello

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.

Date: October 19, 2012

 
/s/ David Tomasello
 
David Tomasello