Spark
Networks,
Inc.
|
(Name
of Issuer)
|
Common
Stock, $.001 Par Value
Per Share
|
(Title
of Class of Securities)
|
84651P100
|
(CUSIP
Number)
|
Richard
A.
Silberberg
Moab
Capital Partners,
LLC
15
East 62nd
Street
New
York,
NY 10065
(212)
981-2645
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
January 8,
2008
|
(Date
of Event which Requires Filing of this
Statement)
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Moab
Capital Partners,
LLC 20-4093001
|
||
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
|
3.
|
SEC
Use Only
|
||
4.
|
Source
of Funds (See Instructions)
AF
|
||
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
|
|_|
|
|
6.
|
Citizenship
or Place of Organization
Delaware
|
||
Number
of
Shares Bene- ficially
Owned by
Each
Reporting Person With |
7.
|
Sole
Voting Power
1,575,811
|
|
8.
|
Shared
Voting Power
|
||
9.
|
Sole
Dispositive Power
1,575,811
|
||
10.
|
Shared
Dispositive Power
|
||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,575,811
|
||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.0%
|
||
14.
|
Type
of Reporting Person (See Instructions)
IA
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Moab
Partners,
LP 20-4092810
|
||
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
|
3.
|
SEC
Use Only
|
||
4.
|
Source
of Funds (See Instructions)
WC
|
||
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
|
|_|
|
|
6.
|
Citizenship
or Place of Organization
Delaware
|
||
Number
of
Shares Bene- ficially Owned by
Each
Reporting Person With |
7.
|
Sole
Voting Power
1,575,811
|
|
8.
|
Shared
Voting Power
|
||
9.
|
Sole
Dispositive Power
1,575,811
|
||
10.
|
Shared
Dispositive Power
|
||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,575,811
|
||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.0%
|
||
14.
|
Type
of Reporting Person (See Instructions)
PN
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Michael
M. Rothenberg
|
||
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
|
3.
|
SEC
Use Only
|
||
4.
|
Source
of Funds (See Instructions)
AF
|
||
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
|
|_|
|
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
||
Number
of
Shares Bene- ficially Owned by
Each
Reporting Person With |
7.
|
Sole
Voting Power
1,575,811
|
|
8.
|
Shared
Voting Power
|
||
9.
|
Sole
Dispositive Power
1,575,811
|
||
10.
|
Shared
Dispositive Power
|
||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,575,811
|
||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.0%
|
||
14.
|
Type
of Reporting Person (See Instructions)
IN,
HC
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
David
A. Sackler
|
||
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
|
3.
|
SEC
Use Only
|
||
4.
|
Source
of Funds (See Instructions)
AF
|
||
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
|
|_|
|
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
||
Number
of
Shares Bene- ficially Owned by
Each
Reporting Person With |
7.
|
Sole
Voting Power
1,575,811
|
|
8.
|
Shared
Voting Power
|
||
9.
|
Sole
Dispositive Power
1,575,811
|
||
10.
|
Shared
Dispositive Power
|
||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,575,811
|
||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.0%
|
||
14.
|
Type
of Reporting Person (See Instructions)
IN,
HC
|
Item 1. |
Security
and Issuer
|
|
This
Amendment No. 1 to Schedule 13D relates to the Common Shares,
$0.001 par
value (the “Shares”), of Spark Networks, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of
the Issuer is 8383 Wilshire Boulevard, Suite 800, Beverly
Hills,
California, 90211.
|
||
Item
2.
|
Identity
and Background
|
|
(a) |
This
Amendment is being filed on behalf of Moab Capital Partners,
LLC (“Moab
LLC”); Moab Partners, L.P. (“Moab L.P.”); Mr. Michael M. Rothenberg and
Mr. David A Sackler (collectively, the “Reporting Persons”, and each, a
“Reporting Person”).
|
|
(b) | The address of each Reporting Person is 15 East 62nd Street, New York, NY 10065. | |
(c) | (i) The principal business of Moab LLC is to act as the investment manager for Moab, L.P. and its affiliated private investment funds. | |
(ii) The principal business of Moab L.P. is investing in event-driven securities, often as an activist shareholder or bondholder. | ||
(iii) The principal occupation of each of Messrs. Rothenberg and Sackler is managing member of Moab LLC. | ||
(d) | None. | |
(e) | None. | |
(f) | (i) Moab LLC is a Delaware limited liability company. | |
(ii) Moab
L.P. is a Delaware limited partnership.
|
||
(iii)
Messrs. Rothenberg and Sackler are each United States
citizens.
|
||
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
|
Moab
L.P. expended approximately $6,734,313 (excluding commissions)
of its
investment capital to acquire the Shares it holds.
|
||
Moab
L.P. effects purchases of securities primarily through margin
accounts
maintained with Bear, Stearns Securities Corp., which may
extend margin
credit to Moab L.P. as and when required to open or carry
positions in the
margin accounts, subject to applicable Federal margin regulations,
stock
exchange rules and the firm’s credit policies. In such
instances, the positions held in the margin accounts are
pledged as
collateral security for the repayment of debit balances in
the
account.
|
Item
4.
|
Purpose
of Transaction
|
|
The
purpose of the acquisition of the Shares was and is for investment
purposes, and the acquisitions of the Shares by the Reporting
Persons were
made in the ordinary course of business and were not made for
the purpose
of acquiring control of the Issuer. Subject to market
conditions and other factors, the Reporting Persons may purchase
additional Shares, maintain their present ownership of Shares
or sell some
or all of the Shares.
|
|
|
All
information and opinions herein are the sole views of the Reporting
Persons as of January 8, 2008.
|
|
The
Reporting Persons reiterate their opinions set forth in Item
4 of Schedule
13D filed by the Reporting Persons with the Securities and Exchange
Commission on December 3, 2007.
|
|
Furthermore
the Reporting Persons wish to express their concerns regarding
estimates
of value by unnamed “analysts” quoted in the New York Times on January 4,
2008 in an article regarding the Issuer titled “Parent of Dating Sites
Looks for a Match”. A sale of the Issuer at the target value
amount mentioned in the article of $185 million (equal to slightly
over
$7.00 per share) would be inadequate and not supported by the
Reporting
Persons.
|
|
The
Issuer reported adjusted EBITDA (excluding one time costs and
share based
compensation expense) in the third quarter of 2007 of $4.8 million
and
ended the quarter with an increase in subscribers on its most
expensive
and highest margin site, JDate.com. The Issuer accomplished
these strong results while increasing prices and promoting longer
term
memberships, the results of which were not fully reflected in
the third
quarter. Annualizing the third quarter adjusted EBITDA, giving
no credit to seasonality, continued contribution growth from
JDate.com or
potential savings in General and Administrative expenses (which
would be
further enhanced in a sale of the Issuer), the Reporting Persons
believe
the article’s target amount of $185 million represents a price-to-earnings
(P/E) multiple of just over 11x and a multiple of annualized
after tax
free cash flow (net of capital expenditures and utilizing the
Issuer’s
significant accumulated net operating losses to offset future
income
taxes) of under 10x. Furthermore, the target value mentioned in
the article of $185 million would represent even smaller multiples
of
earnings and after tax free cash flow if the Issuer were to remain
independent and utilize a modest amount of leverage, the proceeds
of which
could be used to continue repurchasing shares.
|
|
Except
as described above in this
Item 4, the Reporting Persons do not have any plans or proposals
that
relate to, or would result in, any actions or events specified
in clauses
(a) through (j) of Item 4 to Schedule 13D.
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
(a) |
Moab
L.P. owns 1,575,811 Shares. Because Moab LLC has sole voting
and investment power over Moab L.P.’s security holdings, and Messrs.
Rothenberg and Sackler, in their roles as the managers of Moab
LLC,
control its voting and investment decisions, each of Moab L.P.,
Moab LLC,
and Messrs. Rothenberg and Sackler may be deemed to have beneficial
ownership of the 1,575,811 Shares owned of record by Moab L.P.,
which
represent approximately 6.0% of the outstanding Shares.
|
|
All
ownership percentages are based on 26,122,789 Shares outstanding,
which is
calculated based on the amount of shares outstanding as of
November 7,
2007 of 26,817,789, as reported in the Issuer’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2007, as
filed with the
Securities and Exchange Commission on November 9, 2007, adjusted
to
reflect the Issuer’s repurchase of 695,000 shares on November 29, 2007 as
reported in the Issuer’s Form 8-K as filed with the Securities and
Exchange Commission on November 29, 2007.
|
||
Messrs.
Rothenberg and Sackler disclaim beneficial ownership of such
Shares.
|
||
(b) | With respect to all of the Shares that are held by Moab L.P., Messrs. Rothenberg and Sackler have the sole power to vote and dispose or direct the disposition of the Shares. | |
(c) | Transactions effected in Shares that have taken place in the past sixty days are attached as Exhibit A. | |
(d) | Except as described above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. | |
(e) | Not applicable. | |
|
||
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities
of the Issuer
|
|
Other
than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons,
or between
the Reporting Persons and any other person, with respect to the
securities
of the Issuer.
|
||
Item
7.
|
Material
to Be Filed as Exhibits
|
|
Joint
filing agreement pursuant to Rule 13d-1(k), attached as Exhibit
B.
|
Moab Partners, L.P. | ||||
By: Moab Capital Partners, LLC, | ||||
its General Partner | ||||
|
By:
/s/ Michael M.
Rothenberg
|
|||
Michael M. Rothenberg, Managing Director |
Moab Capital Partners, LLC | ||||
|
By:
/s/
Michael M.
Rothenberg
|
|||
Michael M. Rothenberg, Managing Director |
|
/s/
Michael M.
Rothenberg
|
|||
Michael M. Rothenberg |
|
/s/
David A.
Sackler
|
|||
David A. Sackler |
Trade
Date
|
Number
of Shares Purchased (Sold)
|
Price
Per Share
(Excluding
Commission)
|
2007-11-09
|
7,100
|
$3.89
|
2007-11-12
|
27,600
|
$3.94
|
2007-11-13
|
49,400
|
$3.90
|
2007-11-14
|
2,100
|
$3.99
|
2007-11-15
|
17,000
|
$3.99
|
2007-11-19
|
3,000
|
$3.96
|
2007-11-20
|
13,400
|
$3.96
|
2007-11-21
|
67,900
|
$3.95
|
2007-11-28
|
10,000
|
$4.00
|
2007-11-30
|
4,600
|
$4.05
|
2007-12-03
|
10,000
|
$4.10
|
2007-12-04
|
5,000
|
$4.10
|
2007-12-05
|
16,000
|
$4.10
|
2007-12-06
|
9,300
|
$4.06
|
2007-12-07
|
17,500
|
$4.00
|
2007-12-10
|
11,700
|
$4.04
|
2007-12-11
|
7,500
|
$4.13
|
2007-12-12
|
9,000
|
$4.09
|
2007-12-27
|
700
|
$4.53
|
2007-12-28
|
900
|
$4.70
|
2007-12-31
|
1,100
|
$4.92
|
2008-01-04
|
132,000
|
$5.54
|
2008-01-07
|
22,025
|
$5.49
|
2008-01-08
|
17,136
|
$5.48
|
|
Joint
Filing Agreement Pursuant to Rule
13d-1
|
Moab Partners, L.P. | ||||
By: Moab Capital Partners, LLC, | ||||
its General Partner | ||||
|
By:
/s/
Michael M.
Rothenberg
|
|||
Michael M. Rothenberg, Managing Director |
Moab Capital Partners, LLC | ||||
|
By:
/s/
Michael M.
Rothenberg
|
|||
Michael M. Rothenberg, Managing Director |
|
/s/
Michael M.
Rothenberg
|
|||
Michael M. Rothenberg |
|
/s/
David A.
Sackler
|
|||
David A. Sackler |