-----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, M+YKLFK8gQE/8kS1DQSQPoOasBR99V3gm9113cfG68bXXELi7Bzg5IO1WvSFQwbp tVnMbjuK9uvkq9LTIGdKJA== 0000950134-06-010693.txt : 20060526 0000950134-06-010693.hdr.sgml : 20060526 20060526144553 ACCESSION NUMBER: 0000950134-06-010693 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 GROUP MEMBERS: TCS CAPITAL GP LLC GROUP MEMBERS: TCS CAPITAL INVESTMENTS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AVENUE NETWORKS INC CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 521869023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49879 FILM NUMBER: 06870265 BUSINESS ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 BUSINESS PHONE: 434 220 4988 MAIL ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED RADIO TELECOM CORP DATE OF NAME CHANGE: 19960503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PALI CAPITAL STREET 2: 350 PARK AVE 4TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 650 9811 SC 13G/A 1 d36651sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza
 

     
 
OMB APPROVAL
  
 
OMB Number: 3235-0145
  
 
Expires: February 28, 2009
  
 
Estimated average burden hours per response...11
  
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

(Rule 13d-102)
First Avenue Networks, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
31865X106
(CUSIP Number)
May 19, 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:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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.

 
 

 

                     
CUSIP No.
  
31865X106 

 

           
1   NAMES OF REPORTING PERSONS:
Eric Semler
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  5   SOLE VOTING POWER:
     
NUMBER OF   8,673,539
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   8,673,539
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  8,673,539
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  13.3%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
     **SEE ITEM 4(b).

2

 

                     
CUSIP No.
  
31865X106 

 

           
1   NAMES OF REPORTING PERSONS:
TCS Capital GP, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   8,503,539
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   8,503,539
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  8,503,539
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  13.0%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
     **SEE ITEM 4(b).

3

 

                     
CUSIP No.
  
31865X106 

 

           
1   NAMES OF REPORTING PERSONS:
TCS Capital Investments, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Cayman Islands
       
  5   SOLE VOTING POWER:
     
NUMBER OF   5,267,850
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   5,267,850
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  5,267,850
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  8.1%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
     **SEE ITEM 4(b).

4

 

SCHEDULE 13G
     This Amendment No. 1 to Schedule 13G (the “Schedule 13G”), relating to shares of common stock, par value $0.001 per share (the “Common Stock”), of First Avenue Networks, Inc., a Delaware corporation (the “Issuer”), is being filed on behalf of TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), TCS Capital Investments, L.P., a Cayman Islands exempted limited partnership (“TCS Offshore”) and Eric Semler the principal of TCS GP and TCS Select GP, LLC (“TCS Select GP”).
     The Schedule 13G relates to (A) shares of Common Stock of the Issuer purchased by Eric Semler and TCS GP for the accounts of (i) TCS Capital, L.P., a Delaware limited partnership (“TCS Capital”), (ii) TCS Capital II, L.P., a Delaware limited partnership (“TCS Capital II”), and (iii) TCS Offshore; and (B) shares of Common Stock of the Issuer purchased by Eric Semler and TCS Select GP for the account of TCS Select, L.P. a Delaware limited partnership (“TCS Select”). TCS Capital holds 454,686 shares of the Common Stock, TCS Capital II holds 2,781,003 shares of the Common Stock, TCS Offshore holds 5,267,850 shares of the Common Stock, and TCS Select holds 170,000 shares of the Common Stock. TCS GP acts as general partner to each of TCS Capital, TCS Capital II and TCS Offshore; TCS Select GP acts as general partner to TCS Select; and Mr. Semler, as manager of TCS GP and TCS Select GP, controls the investment decisions of TCS GP and TCS Select GP.
     This Amendment No. 1 is being filed to amend and restate Items 2(a), 2(c), and 4. The Schedule 13G is hereby amended and restated as follows:
     
Item 2(a)
  Name of Person Filing.
 
    
 
  TCS Capital GP, LLC, TCS Capital Investments, L.P. and Eric Semler
 
    
Item 2(c)
  Citizenship or Place of Organization.
 
    
 
  TCS Capital GP, LLC is a limited liability company organized under the laws of the State of Delaware. Eric Semler is the principal of TCS Capital GP, LLC and is a United States citizen. TCS Capital Investments, L.P. is a Cayman Island exempted limited partnership, the general partner of which is TCS Capital GP, LLC.
 
    
Item 4
  Ownership.
  (a)   TCS Capital Investments, L.P. is the beneficial owner of 5,267,850 shares of Common Stock, TCS Capital GP, LLC (as the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P.) is the beneficial owner of 8,503,539 shares of Common Stock, and Eric Semler (as the principal of TCS Capital GP, LLC and TCS Select GP, LLC) is the beneficial owner of 8,673,539 shares of Common Stock.
 
  (b)   TCS Capital Investments, L.P. is the beneficial owner of 8.1% of the outstanding shares of Common Stock, TCS Capital GP, LLC is the

5

 

      beneficial owner of 13.0% of the outstanding shares of Common Stock and Eric Semler is the beneficial owner of 13.3% of the outstanding shares of Common Stock. These percentages are determined by dividing 5,267,850, 8,503,539 and 8,673,539, respectively, by 65,249,850, the number of shares of Common Stock issued and outstanding as of May 18, 2006, as reported by the Issuer to the reporting persons on May 19, 2006.
 
  (c)   As the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P., TCS Capital GP, LLC has the sole power to vote and dispose of the 8,503,539 shares of Common Stock beneficially owned by it. As the principal of TCS Capital GP, LLC and TCS Select GP, LLC, Eric Semler has the sole power to vote and dispose of the 8,673,539 shares of Common Stock beneficially owned by him. TCS Capital Investments, L.P. has the power to vote and dispose of the 5,267,850 shares of Common Stock owned by it.
     
Exhibits
  Exhibit 1
 
    
 
  Joint Filing Agreement dated May 26, 2006 between TCS Capital Investments, L.P., TCS Capital GP, LLC and Eric Semler.

6

 

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.
     Date: May 26, 2006
             
    TCS Capital GP, LLC
 
            
 
      By:   /s/ Eric Semler
 
           
 
      Name:   Eric Semler
 
           
 
      Title:   Managing Member
 
           
 
            
    TCS Capital Investments, L.P.
 
            
 
      By:   TCS Capital GP, LLC, general partner
 
            
    By:   /s/ Eric Semler
         
    Name:   Eric Semler
         
    Title:   Managing Member
         
 
            
    /s/ Eric Semler
     
    Eric Semler

7

 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.001 per share, of First Avenue Networks, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 26, 2006.
             
    TCS Capital GP, LLC
 
            
 
      By:   /s/ Eric Semler
 
           
 
      Name:   Eric Semler
 
           
 
      Title:   Managing Member
 
           
 
            
    TCS Capital Investments, L.P.
 
            
 
      By:   TCS Capital GP, LLC, general partner
 
            
    By:   /s/ Eric Semler
         
    Name:   Eric Semler
         
    Title:   Managing Member
         
 
            
    /s/ Eric Semler
     
    Eric Semler

8

-----END PRIVACY-ENHANCED MESSAGE-----