SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
YOUTHSTREAM
MEDIA NETWORKS, INC.
(Name
of
Issuer)
Common
Stock, par value $0.01
(Title
of
Class of Securities)
(CUSIP
Number)
Jess
M. Ravich, 11766 Wilshire Boulevard, Suite 870, Los Angeles, California 90025
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ¨
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).
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CUSIP
No. 987819109
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Jess
M. Ravich, Tia Palermo, and the Ravich Revocable Trust of
1989
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
Jess
M. Ravich and Tia Palermo are citizens of the United States. The
Ravich Revocable Trust of 1989 is a California revocable
trust.
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Number
of Shares
Beneficially Owned
by
Each Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
2,393,332
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
2,393,332
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,393,332
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
6.02%
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14.
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Type
of Reporting Person (See Instructions)
IN,
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Item
1. Security and Issuer
This
statement on Schedule 13D (the “Statement”) relates to shares of Common Stock,
$0.01 par value of YouthStream Media Networks, Inc. (the “Issuer”). The
principal executive office of the Issuer is: 244 Madison Avenue, PMB #358,
New
York, NY 10016.
Item
2. Identity and Background
This
Statement is being filed by the following persons: Jess M. Ravich, Tia Palermo
and the Ravich Revocable Trust of 1989 (each, a “Reporting Person”, and
collectively, the “Reporting Persons”). The business address of the Reporting
Persons is c/o Libra Securities, LLC, 11776 Wilshire Boulevard, Suite 870,
Los
Angeles, CA 90025.
The
present principal occupation of Jess M. Ravich is President and Chief Executive
Officer of Libra Securities, LLC (“Libra”). Libra is an NASD registered
broker-dealer specializing in the sales, trading and placement of debt
securities. Libra’s address is 11766 Wilshire Boulevard, Suite 870, Los Angeles,
CA 90025.
None
of
the Reporting Persons has during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
None
of
the Reporting Persons has during the last five years, 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.
Jess
M.
Ravich and Tia Palermo are citizens of the United States. The Ravich Revocable
Trust of 1989 (the “Ravich Revocable Trust”) is a California revocable
trust.
Item
3. Source and Amount of Funds or Other Consideration
The
Reporting Persons beneficially own an aggregate of 2,393,332 shares of the
Issuer’s Common Stock, comprised of 1,860,000 shares of Common Stock (the
“Shares”), two warrants to purchase an aggregate of 500,000 shares of Common
Stock, exercisable at a price of $0.11 per share as to 400,000 shares and
at a
price of $0.16 per share as to 100,000 shares (each, a “Warrant” and
collectively, the “Warrants”) both expiring on August 31, 2008 and an option
(the “Option”) to purchase 200,000 shares of Common Stock, with an exercise
price of $0.12 per share, which vests in equal monthly installments over
12
months and expires on June 26, 2013. As of the date of this report, only
33,332 shares of Common Stock are issuable upon exercise of the Option within
the next 60 days, and only those shares are reported as beneficially owned
by
the Reporting Persons.
1,100,000
of the Shares were acquired in open market purchases from September 2000
through
March 2002 using the Reporting Persons’ existing personal funds. The remaining
760,000 Shares were acquired pursuant to a Restructuring Agreement dated
January
20, 2003, as amended, by and among the Issuer, the Ravich Revocable Trust
and
certain other holders of the Issuer’s indebtedness (the “Restructuring
Agreement”). Pursuant to the Restructuring Agreement, the Ravich Revocable Trust
surrendered to the Issuer for cancellation $12,000,000 aggregate principal
amount of the Issuer’s 11.0% Subordinated Notes due 2004 in exchange for (i)
760,000 shares of Common Stock, (ii) 1,000,000 shares of nonconvertible
preferred stock, (iii) a $3,000,000 promissory note, and (iv) $1,500,000
in
cash.
The
Warrant to acquire 400,000 shares was issued to the Ravich Revocable Trust
as of
August 13, 2003, as partial consideration for a loan made to a subsidiary
of the
Issuer in the aggregate principal amount of $100,000. The Warrant to acquire
100,000 shares was issued to the Ravich Revocable Trust as of August 28,
2003,
as partial consideration for a loan made to the Issuer in the aggregate
principal amount of $25,000. The Reporting Persons used existing personal
funds
to effect these transactions.
The
Option was issued to Jess M. Ravich under the Issuer’s 2000 Stock Option Plan in
connection with his election to the Issuer’s board of directors (the
“Board”).
Item
4. Purpose of Transaction
The
Reporting Persons acquired the Shares, Warrants and Option for investment.
Except as described herein, the Reporting Persons do not presently have any
plans or proposals which relate to or would result in any of the transactions
described in Item 4 of Schedule 13D.
On
June
26, 2006, the Board increased its size from five to six and elected Jess
M.
Ravich as a Class III director to fill the newly-created vacancy. At this
time,
the Board has not determined if Mr. Ravich will be appointed to any Board
committees.
Item
5. Interest in Securities of the Issuer
The
Reporting Persons collectively beneficially own 2,393,332 shares of the Issuer’s
Common Stock comprising 6.02% of the Issuer’s outstanding Common
Stock.
The
Shares and Warrants are owned of record by the Ravich Revocable Trust, of
which
Jess M. Ravich and Tia Palermo are co-trustees. Jess M. Ravich and Tia Palermo,
share the right to vote, direct the vote, dispose of and direct the disposition
of the Shares and the Warrants. The Option is owned of record by Jess M.
Ravich,
who has the sole power to vote, direct the vote, dispose of and direct the
disposition of the Option.
On
June
26, 2006, the Issuer issued Jess M. Ravich the Option to purchase 200,000
shares
of the Issuer’s Common Stock. The Option was issued pursuant to the Issuer’s
2000 Stock Option Plan in connection with Mr. Ravich’s election to the Board.
The Option has an exercise price of $0.12 per share, vests in equal monthly
installments over 12 months commencing on June 26, 2006 and expires on June
26,
2013.
No
person
other than the Reporting Persons has rights with respect to the economic
or
voting interests associated with the Warrants, the Shares or the
Option.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect
to
Securities of the Issuer
On
August
13, 2003, the Issuer issued a Warrant to the Ravich Revocable Trust to acquire
400,000 shares of the Issuer’s Common Stock at an exercise price of $0.11 per
share. The Warrant is represented by a Warrant Certificate, which sets forth
the
respective rights and duties of the parties. Additionally, on August 13,
2003,
the Issuer and the Ravich Revocable Trust, entered into a Warrant Holder
Rights
Agreement, which grants the Ravich Revocable Trust certain “piggy-back”
registration rights with respect to the shares issuable under the
Warrant.
On
August
28, 2003, the Issuer issued another Warrant to the Ravich Revocable Trust
to
acquire 100,000 shares of the Issuer’s Common Stock at an exercise price of
$0.16 per share. The Warrant is represented by a Warrant Certificate, which
sets
forth the respective rights and duties of the parties. Additionally, on August
28, 2003, the Issuer and the Ravich Revocable Trust, entered into a Warrant
Holder Rights Agreement, which grants the Ravich Revocable Trust certain
“piggy-back” registration rights with respect to the shares issuable under the
Warrant.
On
June
26, 2006, the Issuer issued Jess M. Ravich the Option to purchase 200,000
shares
of the Issuer’s Common Stock. The Option was issued pursuant to the Issuer’s
2000 Stock Option Plan, which sets forth the respective rights and duties
of the
parties, in connection with Mr. Ravich’s election to the Board. The Option has
an exercise price of $0.12 per share, vests in equal monthly installments
over
12 months commencing on June 26, 2006 and expires on June 26, 2013.
Item
7. Material to Be Filed as Exhibits
Attached
hereto as Exhibit 1 is the Joint Filing Agreement of the Reporting
Persons.
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:
July 6, 2006
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Ravich
Revocable Trust of 1989
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By:
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/s/
Jess M. Ravich
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Jess
M. Ravich, Co-Trustee
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By:
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/s/
Tia Palermo
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Tia
Palermo, Co-Trustee
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/s/
Jess M. Ravich
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Jess.
M. Ravich, an individual
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/s/
Tia Palermo
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Tia
Palermo, an individual
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