Presencia En Medios SA de CV – ‘SC 13D/A’ on 11/13/01 re: Gabriel Technologies Corp

On:  Tuesday, 11/13/01   ·   Accession #:  895345-1-500629   ·   File #:  5-52169

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           6     25K 
                          Ownership                                              
 2: EX-99.1     Exhibit E                                              9±    33K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No. 1 )*
             ---

 PRINCETON VIDEO IMAGE, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $.001
--------------------------------------------------------------------------------
(Title of Class of Securities)

 742476104
 ---------
(CUSIP Number)

Eduardo Sitt
[Presencia en Medios, S.A. de C.V.
 Palmas #735-206
Mexico, DF 11000
Mexico
 (525) 202-2383]

With a copy to
 Joseph A. Stern
 Fried Frank Harris Shriver & Jacobson
One New York Plaza
 New York, NY 10004-1980
(212) 859-8000
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) 

November 8, 2001
------------------------------------- 
 (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 ss.ss.  240.13d-1(e),  240.13d-1(f)  or     
240.13d-1(g), check the following box |_|.                                      

NOTE:  Schedules filed in paper format should include a signed original and     
five copies of the schedule,  including all exhibits.  See ss. 240.13d-7(b)     
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 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).                                                                 

SC 13D/A
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CUSIP No. 742476-10-4            13D            Page 2 of 10 Pages              

1   NAME OF REPORTING PERSON/                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      

Presencia en Medios, S.A. de C.V.                                       

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]               
                                          (b)  [x]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

WC; 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                                        

Mexico                                                                  

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           1,919,531                                                

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       3,454,299                                                   

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         1,919,531                                                   

10  SHARED DISPOSITIVE POWER                    

3,454,299                               

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,373,830                                                               

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [x]               
EXCLUDES CERTAIN SHARES*                                                

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

28.9%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

OO                                                                      

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CUSIP No. 742476-10-4           13D                Page 3 of 10 Pages           

1   NAME OF REPORTING PERSON/                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      

Presence in Media LLC                                                   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]               
                                          (b)  [x]

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                                        

Delaware                                                                

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           0                                                        

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       3,454,299                                                   

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         0                                                           

10  SHARED DISPOSITIVE POWER                    

3,454,299                               

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

3,454,299                                                               

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES*                                                

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

19.1%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

OO                                                                      

SC 13D/A
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SCHEDULE 13D    
------------    

    This Statement on Schedule 13D (this "Statement") relates to the
Common Stock, par value $.001 (the "Common Stock"), of Princeton Video          
Image, Inc. (the "Issuer" or "Princeton Video Image"), and amends the           
Schedule 13D filed on October 1, 2001.                                          

ITEM 1.   SECURITY AND ISSUER.                                                  

Unchanged.                                                  

ITEM 2.   IDENTITY AND BACKGROUND.                                              

Unchanged.                                                  

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

Item 3 is amended by adding the following paragraph:        

On November 8, 2001, Princeton Video Image issued and sold  
615,385 shares of Common Stock (the "Shares") to Presencia for                  
consideration of $3.25 per share. The aggregate consideration paid by           
Presencia for the Shares was $2,000,001, consisting of a wire transfer to       
Princeton Video Image's bank account in the amount of $615.39 and the           
delivery to Princeton Video Image of a promissory note in the principal         
amount of $1,999,385.61, due November 15, 2001 (the "Promissory Note").         

ITEM 4.   PURPOSE OF TRANSACTION.                                               

Item 4 is amended by adding the following paragraphs:       

   Pursuant to a Stock Purchase Agreement, dated November 8, 2001,
by and between Princeton Video Image and Presencia (the "Stock Purchase         
Agreement"), Presencia purchased the Shares from the Issuer at a purchase       
price of $3.25 per share. Under the Stock Purchase Agreement, the parties       
acknowledged that each such party shall have certain rights and obligations     
relating to the Shares as provided in the Registration Rights Agreement and     
the Shareholders Agreement. In addition, under the Stock Purchase               
Agreement, the Issuer represented and warranted (i) that the Shares             
constitute Registrable Securities (as defined in the Registration Rights        
Agreement) under the Registration Rights Agreement and the Purchaser shall      
be entitled to all rights under the Registration Rights Agreement with          
respect to the Shares and (ii) that the Shares constitute shares of PVI         
Common Stock (as such term is defined under the Reorganization Agreement)       
for purposes of the right to participate in sales of securities of the          
Issuer in the future and the right to board representation. The Stock           
Purchase Agreement, including the Promissory Note as an exhibit thereto, is     
attached as Exhibit E.                                                          

     On November 8, 2001, David Sitt and Roberto Sonabend were elected
by the board of directors of the Issuer to serve as interim co-Chief            
Executive Officers of the Issuer.                                               

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

The introduction to Item 5 is amended as follows:           

    The percentages set forth in this Item 5 are based on 17,128,643
shares of Common Stock outstanding, consisting of (i) 16,513,258 shares of      
Common Stock outstanding, as reported in the Issuer's Amended Annual Report     
on Form 10-K for the year ended June 30, 2001, filed October 29, 2001, and      
(ii) the issuance by the Issuer of 615,385 shares of Common Stock pursuant      
to the Stock Purchase Agreement.                                                

 (a)   The first paragraph of Item 5(a) is amended as follows:

   Presencia directly beneficially owns 1,336,711 shares of Common
Stock and warrants to purchase 582,820 shares of Common Stock, and may also     
be deemed to indirectly beneficially own 2,544,435 shares of Common Stock       
and warrants to purchase 909,864 shares of Common Stock held by Presence in     
Media, resulting in beneficial ownership of 5,373,830 shares of Common          
Stock, or approximately 28.9% of the outstanding Common Stock.                  

(b)   The first sentence of Item 5(b) is amended as follows:

    Presencia has sole power to vote and dispose of 1,919,531 shares
of Common Stock and shared power to vote and dispose of 3,454,299 shares of     
Common Stock.                                                                   

(c)   Item 5(c) is amended in its entirety as follows:      

     As more fully discussed in Item 4, on November 8, 2001, Presencia
purchased 615,385 shares of Common Stock from the Issuer for $3.25 per          
share.                                                                          

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS              
WITH RESPECT TO SECURITIES OF THE ISSUER.                   

Unchanged.                                                  

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

Item 7 is amended by adding the following Exhibits:         

Exhibit E:                                                  
---------                                                   

  Stock Purchase Agreement, dated as of November 8, 2001, by and
between Presencia and the Issuer.                                               

SC 13D/A
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SIGNATURES    

 After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this        
statement is true, complete and correct.                                        

Dated:  November 13, 2001                                                       

                 PRESENCIA EN MEDIOS, S.A. DE C.V.

 By:/s/ David Sitt
                           -------------------------------------
       Name:  David Sitt
             Title: Director General

     PRESENCE IN MEDIA LLC
                      By: Presencia en Medios, S.A. de C.V.,
       its sole member

 By:/s/ David Sitt
                           -------------------------------------
      Name: David Sitt

SC 13D/A
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Appendix 1    
----------    

Joint Filing Agreement    
----------------------    

The undersigned agree that the foregoing Statement on Schedule 13D is being     
filed with the Commission on behalf of each of the undersigned pursuant to      
Rule 13d-1(k)(1).                                                               

Dated:  November 13, 2001                                                       
                 PRESENCIA EN MEDIOS, S.A. DE C.V.

 By:/s/ David Sitt
                           -------------------------------------
       Name:  David Sitt
             Title: Director General

     PRESENCE IN MEDIA LLC
                      By: Presencia en Medios, S.A. de C.V.,
       its sole member

 By:/s/ David Sitt
                           -------------------------------------
      Name: David Sitt

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		11/15/01		4
		11/14/01							10-Q,  4,  SC 13D/A
Filed on:		11/13/01		5		6
		11/8/01		1		4			4
		10/29/01		4					10-K/A,  5
		10/1/01		4					SC 13D
		6/30/01		4					10-K,  10-K/A,  5
									List all Filings