-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BWV47OcrTs7Y+ssvNMWvdbTcUZcn65wUOPmyzLR8PH4ScXbdlSxWUNVO8ZpuK97H Qxgtp9DuDZv8uI0Csu7yXg== 0001013594-06-000394.txt : 20060627 0001013594-06-000394.hdr.sgml : 20060627 20060627170856 ACCESSION NUMBER: 0001013594-06-000394 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060627 DATE AS OF CHANGE: 20060627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATRIXX INITIATIVES INC CENTRAL INDEX KEY: 0001006195 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870482806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47511 FILM NUMBER: 06927669 BUSINESS ADDRESS: STREET 1: 2375 EAST CAMELBACK ROAD STREET 2: SUITE 500 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6023875353 MAIL ADDRESS: STREET 1: 2375 EAST CAMELBACK ROAD STREET 2: SUITE 500 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: GUMTECH INTERNATIONAL INC \UT\ DATE OF NAME CHANGE: 19960202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMARANTH LLC CENTRAL INDEX KEY: 0001167129 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O DUNDEE LEEDS MGMT SERVICES (CAYMAN) STREET 2: WATERFRONT CENTER, 28 N. CHURCH ST CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 06831 BUSINESS PHONE: 2036258300 MAIL ADDRESS: STREET 1: C/O DUNDEE LEEDS MGMT SERVICES (CAYMAN) STREET 2: WATERFRONT CENTER, 28 N. CHURCH ST CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 06831 SC 13G/A 1 matrixx13ga-062706.txt JUNE 27, 2006 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d (Amendment No. 1)* Matrixx Initiatives, Inc. - ------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------- (Title of Class of Securities) 57685L105 - ------------------------------------------------------- (CUSIP Number) June 1, 2006 - ------------------------------------------------------- (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 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). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 261,630 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 261,630 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7% 12. TYPE OF REPORTING PERSON* CO 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth Global Equities Master Fund Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 29,070 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 29,070 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% 12. TYPE OF REPORTING PERSON* CO 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth Advisors L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 290,700 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 290,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% 12. TYPE OF REPORTING PERSON* IA 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 290,700 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 290,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% 12. TYPE OF REPORTING PERSON* IN, HC This statement is filed with respect to the shares of common stock, having $.001 par value (the "Common Stock") of Matrixx Initiatives, Inc. (the "Issuer") beneficially owned by Amaranth LLC ("Amaranth") and Amaranth Global Equities Master Fund Limited ("Global"), both Cayman Islands exempted companies, Amaranth Advisors L.L.C. and Nicholas M. Maounis (collectively, the "Reporting Persons") as of June 27, 2006 and amends and supplements the Schedule 13G filed May 26, 2006 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. 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) Amaranth beneficially owns 261,630 shares of the issuers Common Stock which are comprised of (i) 239,130 shares of Common Stock, and (ii) options which are exercisable for 22,500 shares of Common Stock. Global beneficially owns 29,070 shares of the issuers common stock which are comprised of (i) 26,570 shares of Common Stock, and (ii) options which are exercisable for 2,500 shares of Common Stock. Amaranth Advisors L.L.C may be deemed to beneficially own the shares of Common Stock held by Amaranth and Global as a result of being the Trading Advisor of Amaranth and Global. Mr. Maounis may be deemed to beneficially own the shares of Common Stock held by Amaranth and Global as a result of being the managing member of Amaranth Advisors L.L.C. (b) Amaranth's beneficial ownership of 261,630 shares of the Issuer's Common Stock represents 2.7% of the total common stock outstanding. Global's beneficial ownership of 29,070 shares of the Issuer's Common Stock represents 0.3 % of the total common stock outstanding. Collectively, the Reporting Persons beneficially own 290,700 shares of Common Stock which represent 3.0% of the Common Stock outstanding. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote 0 (ii) Shared power to vote or to direct the vote See Item 4(a). (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of See Item 4(a). 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 10. Certification. By signing below the undersigned certifies that, to the best of its 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. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: June 27, 2006 AMARANTH LLC, by Amaranth Advisors L.L.C., as Trading Advisor By: /s/ Nicholas M. Maounis ------------------------ Nicholas M. Maounis, Managing Member AMARANTH GLOBAL EQUITIES MASTER FUND LIMITED, by Amaranth Advisors L.L.C., as Trading Advisor By: /s/ Nicholas M. Maounis ------------------------ Nicholas M. Maounis, Managing Member AMARANTH ADVISORS L.L.C. By: /s/ Nicholas M. Maounis ------------------------ Nicholas M. Maounis, Managing Member NICHOLAS M. MAOUNIS /s/ Nicholas M. Maounis ------------------------ Nicholas M. Maounis -----END PRIVACY-ENHANCED MESSAGE-----