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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PulsePoint Communications
(formerly Digital Sound Corporation)
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
253911101
(CUSIP Number)
Stephen R. Nelson, Esq.
Moore Capital Management, Inc.
1251 Avenue of the Americas
New York, New York
10020
(212) 782-7102
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 1998
(Date of Event which Requires Filing 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 Rule 13d-1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
CUSIP No. 253911101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moore Capital Management, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
NUMBER OF
SHARES 615,000
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
hidden
10. SHARED DISPOSITIVE POWER
615,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14. TYPE OF REPORTING PERSON*
CO, IA
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SCHEDULE 13D
CUSIP No. 253911101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis M. Bacon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
NUMBER OF
SHARES 750,000
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
750,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
14. TYPE OF REPORTING PERSON*
IN, IA
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SCHEDULE 13D
CUSIP No. 253911101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moore Global Investments, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
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) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
NUMBER OF
SHARES 615,000
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
615,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14. TYPE OF REPORTING PERSON*
CO
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This statement constituting Amendment No. 2 ("Amendment No. 2") amends and
supplements the information set forth in the Schedule 13D (the "Schedule 13D")
filed by the Reporting Persons (as defined therein) with the Securities and
Exchange Commission on December 29, 1997, and Amendment No. 1 to the Schedule
13D ("Amendment No. 1") filed on December 31, 1997. Capitalized terms used
herein without definition shall have the meaning assigned to such terms in the
Schedule 13D. This Amendment No. 2 is being filed to reflect the automatic
conversion into Series B Preferred Shares of $743,902.50 aggregate principal
amount of Convertible Notes held by MGI and RIS. In addition, this Amendment No.
2 reflects (i) the change in name of the Company to "PulsePoint Communications";
(ii) the one-for-four reverse split of the Common Shares; and (iii) the
continuation of the existence of MGI under the laws of the Bahamas.
Item 2. Identity and Background
The first paragraph of Item 2 is amended and restated as set forth below.
The Statement is being filed by (1) Moore Capital Management, Inc., a
Connecticut corporation ("MCM"), (2) Louis M. Bacon ("Mr. Bacon"), a United
States citizen, in his capacity as (a) Chairman and Chief Executive Officer,
director and controlling shareholder of MCM and (b) Chairman and Chief Executive
Officer, director and majority interest holder in Moore Capital Advisors, LLC
("MCA"), and (3) Moore Global Investments,
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Ltd., a Bahamian corporation ("MGI"). MCM, Mr. Bacon and MGI are sometimes
collectively referred to herein as the "Reporting Persons".
Item 5. Interest in Securities of the Issuer
Item 5 is revised and amended in its entirety as set forth below.
(a)-(b) On the date of this Statement:
(i) Mr. Bacon is deemed to have beneficial ownership for purposes of
Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of
750,000 Common Shares issuable upon conversion of 300,000 Series B Preferred
Shares by virtue of his control of MCM and MCA. Such shares represent 12.7% of
the issued and outstanding Common Shares. Also by virtue of his control of MCM
and MCA, Mr. Bacon is deemed to share voting power and dispositive power over
the Common Shares issuable upon conversion of the Series B Preferred Shares held
by MGI and RIS.
(ii) MCM is deemed to have Beneficial Ownership of 615,000 Common Shares
issuable upon conversion of 246,000 Series B Preferred Shares by virtue of its
position as discretionary investment manager of MGI. Such shares represent
10.7% of the issued and outstanding Common Shares. MCM is vested with the power
to direct disposition of the Common Shares issuable upon conversion of the
Series B Preferred Shares held by MGI and shares with MGI and Mr. Bacon voting
power over such Common Shares.
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(iii) MGI has Beneficial Ownership of 615,000 Common Shares issuable upon
conversion of 246,000 Series B Preferred Shares held by it. Such shares
represent 10.7% of the issued and outstanding Common Shares. MGI currently
would not exercise dispositive power over such Common Shares but could obtain
such power within 60 days if MGI exercised its right to terminate its trading
advisory agreement with MCM.
The percentages used herein are calculated based upon the 5,140,398 Common
Shares represented by the Company in its Proxy Statement dated February 25,
1998, to be issued and outstanding as of February 19, 1998, and giving effect to
the one-for-four reverse split of the Common Shares that became effective April
20, 1998.
To the best knowledge of the Reporting Persons, none of the persons named
in Schedule I, other than Mr. Bacon, has or is deemed to have Beneficial
Ownership of Common Shares.
(c) On December 19, 1997, MGI and RIS purchased from the Company 164,667
and 36,146 Series B Preferred Shares, respectively, at a price per share of
$7.50. In connection with such purchase of Series B Preferred Shares, MGI and
RIS also purchased from the Company $609,997.50 and $133,905, respectively, in
principal amount of Convertible Notes of the Company (the "Convertible Notes").
MGI and RIS expended an aggregate of approximately $2,250,000 of working capital
to purchase the 200,813 Series B Preferred Shares and the
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Convertible Notes. The terms of the Convertible Notes provided for their
automatic conversion into Series B Preferred Shares upon the approval by
Shareholders of an amendment to the Company's articles of incorporation.
Shareholders of the Company approved such an amendment on April 10, 1998,
causing the Convertible Notes held by MGI to convert automatically into 81,333
Series B Preferred Shares and the Convertible Notes held by RIS to convert
automatically into 17,854 Series B Preferred Shares. No transactions have been
effected by the Reporting Persons with respect to the Common Shares within the
past 60 days.
(d) The shareholders of MGI and the partners of RIS have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Common Shares acquired for the account of MGI and RIS, respectively.
(e) Not applicable.
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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.
April 20, 1998
MOORE CAPITAL MANAGEMENT, INC.
By: /s/ Stephen R. Nelson
Name: Stephen R. Nelson
Title: Vice President and Secretary
LOUIS M. BACON
/s/ Stephen R. Nelson
Attorney-in-Fact
MOORE GLOBAL INVESTMENTS, LTD.
By:
By: /s/ Stephen R. Nelson
Name: Stephen R. Nelson
Title: Attorney-in-Fact
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