sc13d

-----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, I5CnGZGRoKpTJGvou5SJVHLb5apFS1JwjSmHVHwSVRx6LQ7yG6SAWbfdPYrn8zKL JEJ1IQ6IY1pltssu13sAdw== 0000950137-08-006172.txt : 20080428 0000950137-08-006172.hdr.sgml : 20080428 20080428164048 ACCESSION NUMBER: 0000950137-08-006172 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080428 DATE AS OF CHANGE: 20080428 GROUP MEMBERS: ALEC N. LITOWITZ GROUP MEMBERS: MAGNETAR CAPITAL PARTNERS LP GROUP MEMBERS: MAGNETAR INVESTMENT MANAGEMENT LLC GROUP MEMBERS: SUPERNOVA MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINTERA INC CENTRAL INDEX KEY: 0001117119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742947183 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79595 FILM NUMBER: 08781597 BUSINESS ADDRESS: STREET 1: 9605 SCRANTON ROAD 240 STREET 2: STE 560 CITY: SAN DIEGO STATE: CA ZIP: 92121 MAIL ADDRESS: STREET 1: 9605 SCRANTON ROAD STREET 2: SUITE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: VIRTUALDONORS COM INC DATE OF NAME CHANGE: 20010205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magnetar Financial LLC CENTRAL INDEX KEY: 0001352851 IRS NUMBER: 043818748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847)905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D 1 c26092sc13d.htm SCHEDULE 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Kintera, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

49720P506

(CUSIP Number of Class of Securities)

Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400

With a copy to:

Peter H. Lieberman, Esq.
Todd A. Mazur, Esq.
Greenberg Traurig, LLP
77 W. Wacker Drive, Suite 2500
Chicago, Illinois 60601
(312) 456-8400

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

April 18, 2008

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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.		49720P506	SCHEDULE 13D	Page		2		of		15

NAME OF REPORTING PERSON:

Magnetar Financial LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,119,698

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,119,698

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,119,698

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.2%¹

TYPE OF REPORTING PERSON

IA; OO

¹ Based on 40,396,605 Shares (as defined below) issued and outstanding as of February 29, 2008, as reported in the Form 10-K/A filed by the Company (as defined below) with the SEC (as defined below) on March 26, 2008.


CUSIP No.		49720P506	SCHEDULE 13D	Page		3		of		15

NAME OF REPORTING PERSON:

Magnetar Investment Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,031,702

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,031,702

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,031,702

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.0%²

TYPE OF REPORTING PERSON

IA; OO

² Based on 40,396,605 Shares issued and outstanding as of February 29, 2008, as reported in the Form 10-K/A filed by the Company with the SEC on March 26, 2008.


CUSIP No.		49720P506	SCHEDULE 13D	Page		4		of		15

NAME OF REPORTING PERSON:

Magnetar Capital Partners LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,151,400

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

4,151,400

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,151,400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%³

TYPE OF REPORTING PERSON

HC; OO

³ Based on 40,396,605 Shares issued and outstanding as of February 29, 2008, as reported in the Form 10-K/A filed by the Company with the SEC on March 26, 2008.


CUSIP No.		49720P506	SCHEDULE 13D	Page		5		of		15

NAME OF REPORTING PERSON:

Supernova Management LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,151,400

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

4,151,400

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,151,400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%⁴

TYPE OF REPORTING PERSON

HC; OO

4 Based on 40,396,605 Shares issued and outstanding as of February 29, 2008, as reported in the Form 10-K/A filed by the Company with the SEC on March 26, 2008.


CUSIP No.		49720P506	SCHEDULE 13D	Page		6		of		15

NAME OF REPORTING PERSON:

Alec N. Litowitz

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,151,400

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

4,151,400

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,151,400

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%⁵

TYPE OF REPORTING PERSON

HC; IN

⁵ Based on 40,396,605 Shares issued and outstanding as of February 29, 2008, as reported in the Form 10-K/A filed by the Company with the SEC on March 26, 2008.

SCHEDULE 13D

EXPLANATORY NOTE: The Reporting Persons (as defined below) initially acquired the securities of the Company as a passive investment. A Schedule 13G with respect to the Shares was filed with the SEC on June 1, 2007, as amended by Amendment No. 1 thereto filed with the SEC on February 13, 2008. This Statement (as defined below) is being filed on a protective basis on Schedule 13D due to the events described in this Statement.

ITEM 1. SECURITY AND ISSUER

This Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (the “Shares”), of Kintera, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 9605 Scranton Road, Suite 200, San Diego, California 92121.

ITEM 2. IDENTITY AND BACKGROUND

(a) The persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Investment Management, LLC, a Delaware limited liability company (“Magnetar Investment Management”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) (collectively, the “Reporting Persons”).

This Statement relates to the Shares held for the accounts of Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted company (“Magnetar Capital Master Fund”) and certain managed accounts (the “Managed Accounts”). Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial and Magnetar Investment Management. Each of Magnetar Financial and Magnetar Investment Management are registered investment advisers under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Financial serves as investment adviser to Magnetar Capital Master Fund. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the account of Magnetar Capital Master Fund. Magnetar Investment Management serves as investment manager to certain private investment funds, including the Managed Accounts. In such capacity, Magnetar Investment Management exercises voting and investment power over the Shares held for the accounts of the Managed Accounts. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

(b) The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13^th Floor, Evanston, Illinois 60201.

(c) Magnetar Capital Master Fund is a private investment fund; Magnetar Financial is a Securities and Exchange Commission (“SEC”) registered investment advisor and manager of private investment funds, including Magnetar Capital Master Fund; Magnetar Investment Management is an SEC registered investment advisor and manager of private investment funds, including the Managed Accounts; Magnetar Capital Partners is a privately held limited partnership and the sole member of Magnetar Financial and Magnetar Investment Management;

Supernova Management is a privately held limited liability company and is the general partner of Magnetar Capital Partners; and Mr. Litowitz is a citizen of the United States of America, manager of Supernova Management and Chief Executive Officer of Magnetar Financial.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is 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.

(f) Magnetar Financial is a Delaware limited liability company. Magnetar Investment Management is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

All funds used to purchase the securities of the Company set forth in Item 5 on behalf of the Reporting Persons have come directly from the assets controlled by such Reporting Persons and their affiliates, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used in purchasing the securities set forth in Item 5 of this Statement was approximately $8,600,821.97.

ITEM 4. PURPOSE OF TRANSACTION

On April 18, 2008, Magnetar Financial and Magnetar Investment Management entered into a letter agreement with the Company pursuant to which the Company agreed to furnish certain confidential information to Magnetar Financial and Magnetar Investment Management. A copy of such agreement is attached hereto as Exhibit 99.9 and is incorporated by reference herein. Such agreement was entered into at the request of the Company so that the Company could discuss with representatives of Magnetar Financial and Magnetar Investment Management various matters relating to the Company, including matters which would be covered by clauses (a) through (j) of Item 4 to Schedule 13D.

Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

Each of the Reporting Persons also reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in the Company’s securities, or to change their intention or take any action with respect to any of the matters specified in clauses (a) through (j) of Item 4 to Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) (i) Magnetar Financial may be deemed to beneficially own 2,119,698 Shares held for the account of Magnetar Capital Master Fund, and all such Shares represent beneficial ownership of approximately 5.2% of the Shares, based on 40,396,605 Shares issued and outstanding as of February 29, 2008, as disclosed in the Form 10-K/A for the fiscal year ended December 31, 2007 filed by the Company with the SEC on March 26, 2008. The foregoing excludes (A) 600,000 Shares issuable upon exercise of a warrant (“Warrant 1”) and (B) 360,000 Shares issuable upon exercise of a second warrant (“Warrant 2,” and collectively with Warrant 1, the “Warrants”), in each case, held for the account of Magnetar Capital Master Fund. The terms of the Warrants each contain a blocker provision under which the holder thereof does not have the right to exercise the Warrants to the extent that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates, of more than 9.999%, of the Shares outstanding immediately after giving effect to such exercise (each such provision being a “Blocker”). As a result of application of the Blocker contained in each of the Warrants, neither of the Warrants are currently exercisable, and the Shares issuable upon exercise of the Warrants have not been included in the calculations of beneficial ownership of the Reporting Persons or the aggregate number of outstanding Shares. Without the Blockers, Magnetar Financial would be deemed to beneficially own 3,079,698 Shares.

(ii) Magnetar Investment Management may be deemed to beneficially own 2,031,702 Shares held for the account of the Managed Accounts, and all such Shares represent beneficial ownership of approximately 5.0% of the Shares, based on 40,396,605 Shares issued and outstanding as of February 29, 2008, as disclosed in the Form 10-K/A for the fiscal year ended December 31, 2007 filed by the Company with the SEC on March 26, 2008.

(iii) As a result of (i) and (ii) above, each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz may be deemed to beneficially own 4,151,400 Shares. This amount consists of: (A) 2,119,698 Shares held for the account of Magnetar Capital Master Fund and (B) 2,031,702 Shares held for the account of the Managed Accounts, and all such Shares in the aggregate represent beneficial ownership of approximately 10.3% of the Shares, based on 40,396,605 Shares issued and outstanding as of February 29, 2008, as disclosed in the Form 10-K/A for the fiscal year ended December 31, 2007 filed by the Company with the SEC on March 26, 2008. The foregoing excludes (A) 600,000 Shares issuable upon exercise of Warrant 1 and (B) 360,000 Shares issuable upon exercise of Warrant 2, in each case, held for the account of Magnetar Capital Master Fund. As a result of application of the Blocker contained in each of the Warrants, neither of the Warrants are currently exercisable, and the Shares issuable upon exercise of the Warrants have not been included in the calculations of beneficial ownership of the Reporting Persons or the aggregate number of outstanding Shares. Without the Blockers, each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz would be deemed to beneficially own 5,111,400 Shares.

(b) (i) Magnetar Financial may be deemed to share the power to vote and direct the disposition of the 2,119,698 Shares held for the account of Magnetar Capital Master Fund. The foregoing excludes (A) 600,000 Shares issuable upon exercise of Warrant 1 and (B) 360,000 Shares issuable upon exercise of Warrant 2, in each case, held for the account of Magnetar Capital Master Fund. As a result of application of the Blocker contained in each of the Warrants, neither of the Warrants are currently exercisable, and the Shares issuable upon exercise of the Warrants have not been included in the calculations of beneficial ownership of the Reporting

Persons or the aggregate number of outstanding Shares. Without the Blockers, Magnetar Financial would be deemed to beneficially own 3,079,698.

(ii) Magnetar Investment Management may be deemed to share the power to vote and direct the disposition of the 2,031,702 Shares held for the account of the Managed Accounts.

(iii) As a result of (i) and (ii) above, each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz may be deemed to share the power to vote and direct the disposition of 4,151,400 Shares. The foregoing excludes (A) 600,000 Shares issuable upon exercise of Warrant 1 and (B) 360,000 Shares issuable upon exercise of Warrant 2, in each case, held for the account of Magnetar Capital Master Fund. As a result of application of the Blocker contained in each of the Warrants, neither of the Warrants are currently exercisable, and the Shares issuable upon exercise of the Warrants have not been included in the calculations of beneficial ownership of the Reporting Persons or the aggregate number of outstanding Shares. Without the Blockers, each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz would be deemed to beneficially own 5,111,400 Shares.

(d) Not Applicable.

(e) Not Applicable.

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

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 99.1 and the terms of which are incorporated herein by reference.

In connection with a private placement of securities by the Company (as described in the Form 8-K filed by the Company with the SEC on November 22, 2005 to which reference is hereby made), Magnetar Capital Master Fund, among others, (i) entered into (1) a Securities Purchase Agreement, dated as of November 21, 2005 (the “2005 Purchase Agreement”), the form of which is referenced as Exhibit 99.2 (which incorporates by reference Exhibit 10.20 to the Form 8-K filed by the Company with the SEC on November 22, 2005), pursuant to which, among other things, Magnetar Capital Master Fund agreed to purchase 1,500,000 Shares and Warrant 1, the form of which is referenced as Exhibit 99.3 (which incorporates by reference Exhibit 10.22 to the Form 8-K filed by the Company with the SEC on November 22, 2005), each on the terms and conditions contained in the 2005 Purchase Agreement, and (2) a Registration Rights Agreement, dated as of November 21, 2005 (the “2005 Registration Rights Agreement”), the form of which is referenced as Exhibit 99.4 (which incorporates by reference Exhibit 10.21 to the Form 8-K filed by the Company with the SEC on November 22, 2005), and (ii) on December 2, 2005, purchased the 1,500,000 Shares and Warrant 1.

Under the 2005 Purchase Agreement, the Company agreed to sell, and Magnetar Capital Master Fund agreed to purchase, on customary terms and conditions, 1,500,000 Shares and

Warrant 1 for an aggregate purchase price of $4,500,000. In addition to the customary terms and conditions, the 2005 Purchase Agreement contains a provision which restricts the issuance of certain future priced securities by the Company for a period of six months following the closing date (which was December 2, 2005).

Under the 2005 Registration Rights Agreement, the Company agreed: (a) to file an initial registration statement within 30 days of the closing date to register for resale the registrable securities (as defined in the 2005 Registration Rights Agreement), (b) to have such registration statement declared effective within the earlier of (i) 90 days of the closing date (or within 120 days of the closing date in the event that the registration statement is reviewed by the SEC) or (ii) 5 trading days following the date on which the Company is notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review and comments, and (c) to maintain the effectiveness of such registration statement until the earlier of (i) 5 years after its effective date, (ii) the date as of which the holders of registrable securities may sell all of the registrable securities covered by such registration statement without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended, or (iii) the date on which the holders of registrable securities have publicly sold all of the registrable securities covered by such registration statement. If the Company fails to comply with the foregoing, the Company is required to pay to each of the holders of registrable securities an amount in cash equal to 1% (subject to reduction to 0.5% in certain circumstances) of the original purchase price of such holder’s Shares on the occurrence of any such failure and for each monthly period occurring until such failure is cured (pro rated for periods totaling less than one month).

Warrant 1 is exercisable for 600,000 Shares at an initial exercise price of $3.50 per share. Warrant 1 expires on December 2, 2010. Warrant 1 also contains a provision by which the Company may elect to require the exercise of all of the then-unexercised portion of Warrant 1 if the VWAP (as defined in Warrant 1) of the Shares exceeds $7.00 for each of 15 consecutive trading days and certain other conditions are satisfied.

In connection with a private placement of securities by the Company (as described in the Form 8-K filed by the Company with the SEC on December 13, 2006 to which reference is hereby made), Magnetar Capital Master Fund, among others, (i) entered into (1) a Securities Purchase Agreement, dated as of December 12, 2006 (the “2006 Purchase Agreement”), the form of which is referenced as Exhibit 99.5 (which incorporates by reference Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on December 13, 2006), pursuant to which, among other things, Magnetar Capital Master Fund agreed to purchase 1,200,000 Shares and Warrant 2, the form of which is referenced as Exhibit 99.6 (which incorporates by reference Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on December 13, 2006), each on the terms and conditions contained in the 2006 Purchase Agreement and (2) a Registration Rights Agreement, dated as of December 12, 2006 (the “2006 Registration Rights Agreement”), the form of which is referenced as Exhibit 99.7 (which incorporates by reference Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on December 13, 2006), and (ii) on December 15, 2006, purchased the 1,200,000 Shares and Warrant 2.

Concurrently with such transaction, Magnetar Capital Master Fund, among others, entered into a Warrant Amendment Agreement, dated as of December 12, 2006, the form of which is referenced as Exhibit 99.8 (which incorporates by reference Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on December 13, 2006), pursuant to which the Company

agreed to amend the exercise price and call price on outstanding warrants issued in connection with the 2005 Purchase Agreement (including Warrant 1) to $1.60 and $3.20, respectively.

Under the 2006 Purchase Agreement, the Company agreed to sell, and Magnetar Capital Master Fund agreed to purchase, on customary terms and conditions, 1,200,000 Shares and Warrant 2 for an aggregate purchase price of $1,500,000. In addition to the customary terms and conditions, the 2006 Purchase Agreement contains a provision which restricts the issuance of certain future priced securities by the Company for a period of six months following the closing date (which was December 15, 2006).

Under the 2006 Registration Rights Agreement, the Company agreed: (a) to file an initial registration statement within 30 days of the closing date to register for resale the registrable securities (as defined in the 2006 Registration Rights Agreement), (b) to have such registration statement declared effective the earlier of (i) 90 days of the closing date (or within 120 days of the closing date in the event that the registration statement is reviewed by the SEC) or (ii) 5 trading days following the date on which the Company is notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review and comments, and (c) to maintain the effectiveness of such registration statement until the earlier of (i) 5 years after its effective date, (ii) the date as of which the holders of registrable securities may sell all of the registrable securities covered by such registration statement without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended, or (iii) the date on which the holders of registrable securities have publicly sold all of the registrable securities covered by such registration statement. If the Company fails to comply with the foregoing, the Company is required to pay to each of the holders of registrable securities an amount in cash equal to 1% (subject to reduction to 0.5% in certain circumstances) of the original purchase price of such holder’s Shares on the occurrence of any such failure and for each monthly period occurring until such failure is cured (pro rated for periods totaling less than one month), provided that such payments are subject to an aggregate cap.

Warrant 2 is exercisable for 360,000 Shares at an initial exercise price of $1.60 per share. Warrant 2 expires on December 15, 2011. Warrant 2 also contains a provision by which the Company may elect to require the exercise of all of the then-unexercised portion of Warrant 2 if the VWAP (as defined in Warrant 2) of the Shares exceeds $3.20 for each of 15 consecutive trading days and certain other conditions are satisfied.

On April 18, 2008, Magnetar Financial and Magnetar Investment Management entered into a letter agreement with the Company pursuant to which the Company agreed to furnish certain confidential information to Magnetar Financial and Magnetar Investment Management. A copy of such agreement is attached hereto as Exhibit 99.9 and is incorporated by reference herein. Pursuant to such agreement, Magnetar Financial and Magnetar Investment Management, among other things, agreed not to trade in any of the Company’s securities while in possession of confidential information (as defined in such letter agreement). Such letter agreement and the rights and obligations thereunder, unless earlier terminated in writing by the parties, automatically expires on the earlier to occur of (i) the filing with the SEC by the Company of its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 or (ii) August 15, 2008.

The descriptions of the agreements and instruments set forth in this Statement are qualified in their entirety by reference to the complete agreements and instruments, each of which is attached hereto as an exhibit and incorporated herein by reference.

Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS


Exhibit No.		Description
99.1		Joint Filing Agreement, dated as of April 28, 2008, among the Reporting Persons.

99.2		Form of Securities Purchase Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.20 to the Form 8-K filed by the Company with the SEC on November 22, 2005).

99.3		Form of Warrant issued by the Company to Magnetar Capital Master Fund (incorporated by reference to Exhibit 10.22 to the Form 8-K filed by the Company with the SEC on November 22, 2005).

99.4		Form of Registration Rights Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.21 to the Form 8-K filed by the Company with the SEC on November 22, 2005).

99.5		Form of Securities Purchase Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.6		Form of Warrant issued by the Company to Magnetar Capital Master Fund (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.7		Form of Registration Rights Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.8		Form of Warrant Amendment Agreement by and between the Company and Magnetar Capital Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.9		Letter Agreement, dated as of April 18, 2008, between the Company, Magnetar Financial and Magnetar Investment Management.

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.

Dated: April 28, 2008


MAGNETAR FINANCIAL LLC


By: Magnetar Capital Partners LP, its Sole Member


By:	/s/ Alec N. Litowitz

	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP


MAGNETAR INVESTMENT MANAGEMENT, LLC

By: Magnetar Capital Partners LP, its Sole Member

By:	/s/ Alec N. Litowitz

	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP


MAGNETAR CAPITAL PARTNERS LP

By: Magnetar Capital Partners LP, its Sole Member

By:	/s/ Alec N. Litowitz

	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP


SUPERNOVA MANAGEMENT LLC

By:	/s/ Alec N. Litowitz

	Name:	Alec N. Litowitz
	Title:	Manager


/s/ Alec N. Litowitz

Alec N. Litowitz

EXHIBIT INDEX


Exhibit No.		Description
99.1		Joint Filing Agreement, dated as of April 28, 2008, among the Reporting Persons.

99.2		Form of Securities Purchase Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.20 to the Form 8-K filed by the Company with the SEC on November 22, 2005).

99.3		Form of Warrant issued by the Company to Magnetar Capital Master Fund (incorporated by reference to Exhibit 10.22 to the Form 8-K filed by the Company with the SEC on November 22, 2005).

99.4		Form of Registration Rights Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.21 to the Form 8-K filed by the Company with the SEC on November 22, 2005).

99.5		Form of Securities Purchase Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.6		Form of Warrant issued by the Company to Magnetar Capital Master Fund (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.7		Form of Registration Rights Agreement by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.8		Form of Warrant Amendment Agreement by and between the Company and Magnetar Capital Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on December 13, 2006).

99.9		Letter Agreement, dated as of April 18, 2008, between the Company, Magnetar Financial and Magnetar Investment Management.

EX-99.1 2 c26092exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: April 28, 2008


		MAGNETAR FINANCIAL LLC

		By: Magnetar Capital Partners LP, its Sole Member



By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP


		MAGNETAR INVESTMENT MANAGEMENT, LLC

		By: Magnetar Capital Partners LP, its Sole Member



By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

MAGNETAR CAPITAL PARTNERS LP
By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP


SUPERNOVA MANAGEMENT LLC
By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager

/s/ Alec N. Litowitz Alec N. Litowitz

EX-99.9 3 c26092exv99w9.htm LETTER AGREEMENT exv99w9

EXHIBIT 99.9

April 18, 2008

Magnetar Financial LLC
Magnetar Investment Management LLC
1603 Orrington Ave.
Evanston, IL 60201

Ladies and Gentlemen:

In connection with your request to receive additional information about Kintera, Inc., a Delaware corporation (the “Company”), the Company will furnish you with Confidential Information if you agree by countersigning below that you will not during the term of this agreement, without the prior written consent of the Company, divulge to any third party any Confidential Information, including, without limitation, the fact that the Company has disclosed Confidential Information to you. “Confidential Information” shall include all information or material, whether conveyed orally or in written or electronic form, that will be furnished to you during the term of this agreement, including without limitation, certain methods of doing business, business plans, financial information, financial plans, contracts, records and other proprietary, confidential or other non-public information relating to its business, the proprietary, confidential and non-public nature of which information the Company desires to maintain. The Confidential Information, until made public, may constitute material non-public information within the meaning of Regulation FD promulgated by the Securities and Exchange Commission. In addition, you agree that you will use the Confidential Information solely in connection with the evaluation of the Company; that you will permit disclosure of the Confidential Information only to such of your officers, directors, employees, counsel and agents as have actual need; that you will use your best efforts to prevent any further disclosure of the Confidential Information; and that you will not trade in the Company’s securities at any time when you are in possession of Confidential Information. Confidential Information does not include information which (a) is or becomes public other than as a result of disclosure by you, (b) the Company agrees in writing may be disclosed, (c) you are required to disclose by applicable law, regulation or legal process, (d) was available to you on a non-confidential basis prior to its disclosure by the Company, (e) becomes available to you on a non-confidential basis from a person other than the Company who is not known to you to be otherwise bound by a confidentiality agreement with the Company or (f) is developed by you separate and apart from any disclosure by the Company.

If so requested by the Company, you will return to the Company or destroy (providing due proof of such destruction) all Confidential Information obtained from the Company, except to the extent that the destruction of Confidential Information is prohibited by applicable law, rule or regulation.

In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, you will provide the Company with prompt notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you are nonetheless, in the opinion of counsel, required to disclose Confidential Information, you may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises you is required to be disclosed, provided that you attempt to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company to obtain at the expense of the Company an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

Without prejudice to any rights and remedies otherwise available to the Company, the Company will be entitled to equitable relief by way of injunction if you breach any provision of this letter agreement. No failure or delay by the Company in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

No rights, obligations, representation or terms other than those expressly set forth herein are to be implied from this letter agreement.

This letter agreement and the rights and obligations hereunder shall continue until, and at such time shall terminate, on the earlier of (i) the filing with the U.S. Securities and Exchange Commission by the Company of its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008, and (ii) August 15, 2008, unless sooner terminated in writing by the Company.

This letter agreement sets forth the entire agreement between the parties, supersedes and merges all prior written and oral agreements with respect to the subject matter hereof, may only be amended in writing and will be governed by the laws of the State of California applicable to agreements made and to be performed entirely within such State.

The Company covenants and agrees not to provide you with any material and non-public information of a company other than the Company and its affiliates which has a class of securities registered under the Securities Act of 1934. From and after the filing by the Company of its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 with the U.S. Securities and Exchange Commission, the Confidential Information disclosed to you hereunder will not be material, nonpublic information received from the Company or any of its agents or representatives that is not disclosed in such filing or other filings with the U.S. Securities and Exchange Commission.

Each of the parties represents and warrants that it is duly authorized to enter into this letter agreement. This letter agreement shall be binding on successors and permitted assigns. This letter agreement is personal to the parties and may not be assigned or transferred by either party without the prior written consent of the other party.

This letter agreement may be executed in any number of counterparts, each such counterpart when so executed and delivered shall be an original, but such counterparts shall constitute one and the same instrument.

Please confirm your agreement with the foregoing by signing and returning this letter to the undersigned.


	Very truly yours, KINTERA, INC.
	By:	/s/ Alfred R. Berkeley, III
		Alfred R. Berkeley, III
		Chairman

Accepted and Agreed as of the date
first above written:

Magnetar Financial LLC
Magnetar Investment Management LLC


By:		/s/ Doug Litowitz Name: Doug Litowitz
		Title: Counsel

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