UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ROO Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
776349201
(CUSIP Number)
February 7, 2008
(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 the disclosures provided in a prior cover page. |
The information required in 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Page 1 of 5 pages
CUSIP No. 776349201
| 1. | Names of Reporting Persons.
News Corporation
I.R.S. Identification Nos. of above persons (entities only).
I.R.S. Identification No.: 26-0075658 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5. Sole Voting Power
2,000,000 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
2,000,000 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
Not Applicable. |
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| 11. | Percent of Class Represented by Amount in Row (9)
5.1%1 |
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| 12. | Type of Reporting Person (See Instructions)
CO |
| 1 |
The percentage used herein is calculated based upon the 39,028,418 shares of Common Stock outstanding as of December 12, 2007 as set forth in ROO Group, Inc.’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on January 2, 2008. |
Page 2 of 5 pages
Item 1.
| (a) | Name of Issuer |
| ROO Group, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices |
|
|
228 East 45th Street |
|
|
8th Floor |
| New York, NY 10017 |
Item 2.
| (a) | Name of Person Filing |
| News Corporation (“News Corp”) |
| (b) | Address of Principal Business Office or, if none, Residence |
| 1211 Avenue of the Americas |
| New York, New York 10036 |
| (c) | Citizenship |
| News Corp is formed under the laws of the state of Delaware. |
| (d) | Title of Class of Securities |
| Common Stock |
| (e) | CUSIP Number |
| 776349201 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Not Applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 2,000,000. |
| (b) | Percent of class: 5.1%. The percentage used herein is calculated based upon the 39,028,418 shares of Common Stock outstanding as of December 12, 2007 as set forth in ROO Group, Inc.’s Prospectus filed with the SEC on January 2, 2008. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 2,000,000 |
SEC 1745(1-06)
Page 3 of 5 pages
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 2,000,000 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 4 of 5 pages
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.
| NEWS CORPORATION | ||
| By: | /s/ Lawrence A. Jacobs | |
| Name: | Lawrence A. Jacobs | |
| Title: | Senior Executive Vice President and Group General Counsel | |
Page 5 of 5 pages