-----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, SSNycYUj9UNvYnCxjJI+NXP8MZHD70qfVEcA8zbBTM/n7ycz8i+QNuCDAEvotNg4 EIn4FpEXaiFX6H8NQbVFxg== 0001001277-02-000345.txt : 20020710 0001001277-02-000345.hdr.sgml : 20020710 20020710170037 ACCESSION NUMBER: 0001001277-02-000345 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS II LP CENTRAL INDEX KEY: 0001140039 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 630 FIFTH AVE. STREET 2: 20TH FL CITY: NEW YORK STATE: NY ZIP: 10111 MAIL ADDRESS: STREET 1: 630 FIFTH AVE STREET 2: 20TH FL CITY: NEW YORK STATE: NY ZIP: 10111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STUDENT ADVANTAGE INC CENTRAL INDEX KEY: 0001073508 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP ORGANIZATIONS [8600] IRS NUMBER: 043263743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58075 FILM NUMBER: 02700344 BUSINESS ADDRESS: STREET 1: 280 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6179122011 MAIL ADDRESS: STREET 1: 280 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 SC 13G/A 1 sch13g-a062502.txt SCH13G-A062502 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Student Advantage, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 86386Q 10 5 (CUSIP Number) June 25, 2002 (Date of Event Which Requires Filing 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). CUSIP No. 86386Q 10 5 1. NAME OF REPORTING PERSON ATLAS II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [x] b [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York 5. SOLE VOTING POWER NUMBER OF 451,190 SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 451,190 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 884,981 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.3% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 86386Q 10 5 1. NAME OF REPORTING PERSON Pentagram Partners S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [x] b [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York 5. SOLE VOTING POWER NUMBER OF 433,791 SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 433,791 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 884,981 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.3% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! ITEM 1. NAME AND ADDRESS OF ISSUER (a) Student Advantage, Inc. (b) 280 Summer Street Boston, MA 02210 ITEM 2. NAME, ADDRESS AND CITIZENSHIP OF PERSON FILING; CLASS OF SECURITIES AND CUSIP NUMBER (a) Atlas II, L.P. and Pentagram Partners (b) The address of Atlas II, L.P. and Pentagram Partners is: 630 Fifth Avenue, 20th Floor New York, NY 10100 (c) Atlas II, L.P. and Pentagram Partners are New York partnerships. (d) Common Stock (e) 86386Q 10 5 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank is defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; seess.240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance withss.240.13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(H) (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. (j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)J). ITEM 4. OWNERSHIP (a) Amount Beneficially Owned 884,981(1) (b) Percent of Class: 17.3%(1) (c) Number of shares as to which the person has:
Atlas II, L.P. (i) sole power to vote or to direct the vote: 451,190 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 451,190 (iv) shared power to dispose or to direct the disposition of: 0 Pentagram Partners (i) sole power to vote or to direct the vote: 433,791(2) (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 433,791(2) (iv) shared power to dispose or to direct the disposition of: 0
(1) Amount beneficially owned reflects a 1 for 10 reverse stock split effected by Student Advantage, Inc. on July 1, 2002. The reverse stock split did not effect the percentage of class. (2) Includes warrants to purchase 56,675 shares of common stock exercisable within 60 days. 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 transactions having that purposes or effect. 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. ATLAS II, L.P., A New York Limited Partnership 7/8/02 /s/ Richard Jacinto, II Date: _________________ ______________________________ Richard Jacinto, II, General Partner PENTAGRAM PARTNERS, A New York Limited Partnership 7/8/02 /s/ Richard Jacinto, II Date: _________________ ______________________________ Richard Jacinto, II, General Partner -----END PRIVACY-ENHANCED MESSAGE-----