Schedule 13G

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

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

 

(b)  x

   
  3.  

SEC Use Only

 

   
  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

   
10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

            Not Applicable.

   
11.  

Percent of Class Represented by Amount in Row (9)

 

            5.1%1

   
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