-----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, F8UkKhBizIeLpFX5O2U7rn7QBa3uYBJY5Fj5f0v3Um7evNuilJDxFRsWBi7Y47kq 8t0fEFznNh4gd/Jyj3jgRg== 0000905718-05-000299.txt : 20051130 0000905718-05-000299.hdr.sgml : 20051130 20051130144333 ACCESSION NUMBER: 0000905718-05-000299 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051130 DATE AS OF CHANGE: 20051130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLEN JONATHAN CENTRAL INDEX KEY: 0001069726 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2128912132 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: A21 INC CENTRAL INDEX KEY: 0001074436 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 742896910 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78376 FILM NUMBER: 051234110 BUSINESS ADDRESS: STREET 1: A21, INC. STREET 2: 7660 CENTURION PARKWAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 9045650066 MAIL ADDRESS: STREET 1: 7660 CENTURION PARKWAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 SC 13D/A 1 a2113dam1.txt SC13DAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* a21, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 002184109 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Mr. Jonathan Gallen Robert G. Minion, Esq. Ahab Partners, L.P. Lowenstein Sandler PC 299 Park Avenue 65 Livingston Avenue New York, New York 10171 Roseland, New Jersey 07068 (212) 284-7966 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 9, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 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. 002184109 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Jonathan Gallen - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 15,200,000* ------------------------------------------ Shares Beneficially 8. Shared Voting Power: 0 ------------------------------------------ Owned by Each Reporting 9. Sole Dispositive Power: 15,200,000* ------------------------------------------ Person With 10. Shared Dispositive Power: 0 ------------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 15,200,000* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 21.7%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * As of November 9, 2005, Ahab Partners, L.P. ("Partners") and Ahab International, Ltd. ("International," and, together with Partners, the "Funds") held an aggregate of 15,200,000 shares of common stock, par value $0.001 per share (the "Shares"), of a21, Inc., a Texas corporation (the "Company"). Jonathan Gallen possesses sole power to vote and direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 15,200,000 Shares, or 21.7% of the Shares deemed issued and outstanding as of November 9, 2005. THIS SCHEDULE 13D AMENDMENT NO. 1 AMENDS AND RESTATES THE SCHEDULE 13D FILED BY JONATHAN GALLEN WITH RESPECT TO THE COMPANY SOLELY TO INCLUDE INFORMATION WITH RESPECT TO THE NOVEMBER 8, 2005 TRANSACTION DESCRIBED IN ITEM 3 AND ITEM 5 HEREOF. THIS SCHEDULE 13D AMENDMENT NO. 1 AMENDS AND RESTATES THE SCHEDULE 13D FILED BY JONATHAN GALLEN WITH RESPECT TO A21, INC. SOLELY TO INCLUDE INFORMATION WITH RESPECT TO THE NOVEMBER 8, 2005 TRANSACTION DESCRIBED IN ITEM 3 AND ITEM 5 HEREOF. Item 1. Security and Issuer. -------------------- The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the "Shares"), of a21, Inc., a Texas corporation (the "Company"). The principal executive offices of the Company are located at 7660 Centurion Parkway, Jacksonville, Florida 32256. Item 2. Identity and Background. ------------------------ The person filing this statement is Jonathan Gallen, whose business address is c/o Ahab Partners, L.P., 299 Park Avenue, New York, New York 10171. Mr. Gallen serves, indirectly through one or more entities, as the investment adviser for, and exercises sole voting and investment authority with respect to the securities held by, each of Ahab Partners, L.P., a New York limited partnership ("Partners"), and Ahab International, Ltd., a corporation organized under the laws of the Bahamas ("International," and, together with Partners, the "Funds"). The Funds are engaged in the investment in personal property of all kinds, including but not limited to capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mr. Gallen also invests his personal funds and provides investment management services for various other third parties. Mr. Gallen has never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Gallen is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- All funds used to purchase the securities of the Company set forth herein on behalf of the Funds have come directly from the assets of the Funds. The aggregate amount of funds used in making the purchases, extending the loan and exercising the warrants reported and/or included in this Schedule 13D was $4,265,000.00. See Item 5 for further information. Item 4. Purpose of Transaction. ---------------------- The acquisition of the securities referred to herein is for investment purposes on behalf of the Funds. Jonathan Gallen has no present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon information set forth in the Company's Current Report on Form 8-K dated October 12, 2005, as filed with the Securities and Exchange Commission on October 18, 2005, there were 70,060,237 Shares issued and outstanding as of October 12, 2005. As of November 9, 2005, the Funds held an aggregate of 15,200,000 Shares. Jonathan Gallen possesses sole power to vote and direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 15,200,000 Shares, or 21.7% of the Shares deemed issued and outstanding as of November 9, 2005. During the sixty days on or prior to November 9, 2005, the only transactions in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Gallen or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, were as follows: (i) on October 4, 2005, the Funds purchased warrants, at $0.02 per warrant, to purchase an aggregate of 5,000,000 Shares; (ii) on October 4, 2005, the Funds fully exercised the warrants to acquire 5,000,000 Shares purchased that day at an exercise price of $0.185 per Share; (iii) on November 8, 2005, the Funds extended a loan in the aggregate amount of $690,000 to SuperStock, Inc., a subsidiary of the Company, and received 200,000 Shares as part of the consideration therefor; and (iv) on November 9, 2005, the Funds purchased an aggregate of 5,000,000 Shares at $0.36 per Share. Each of the purchases described above was effected in a private transaction with an unrelated third party (unless otherwise specified). Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ---------------------------------------------------------------------- Not applicable. Item 7. Material to be Filed as Exhibits. --------------------------------- Not applicable. 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. November 29, 2005 /s/ Jonathan Gallen --------------------------------------- Jonathan Gallen, in his capacity as the investment adviser for Ahab Partners, L.P. and Ahab International, Ltd. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----