-----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, DtLs4Mh0kEqvLb2AQTqf2DpfWXJvB3IbG9DgthK6/pqaPJ+YMGPK5qs7a2UrZwUR SOZ1kWMdZ1hBxG3k8cUf5A== 0001011438-08-000154.txt : 20080214 0001011438-08-000154.hdr.sgml : 20080214 20080214170003 ACCESSION NUMBER: 0001011438-08-000154 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: JONATHAN SOROS GROUP MEMBERS: ROBERT SOROS GROUP MEMBERS: SFM AH LLC GROUP MEMBERS: SFM PARTICIPATION II LLC GROUP MEMBERS: SOROS STRATEGIC PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAMBA, INC. CENTRAL INDEX KEY: 0001316898 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 202122262 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80852 FILM NUMBER: 08618426 BUSINESS ADDRESS: STREET 1: 6475 CHRISTIE AVENUE STREET 2: NO. 150 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: (510) 596-0100 MAIL ADDRESS: STREET 1: 6475 CHRISTIE AVENUE STREET 2: NO. 150 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: Services Acquisition Corp. International DATE OF NAME CHANGE: 20050207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G/A 1 form_sc13ga-jamba.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* JAMBA, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 47023A101 (CUSIP Number) DECEMBER 31, 2007 (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 the 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 following pages Page 1 of 17 Pages Exhibit Index Page 15 CUSIP NO. 47023A101 PAGE 2 OF 17 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS STRATEGIC PARTNERS LP 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) PN CUSIP NO. 47023A101 PAGE 3 OF 17 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SFM PARTICIPATION II LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization NEVIS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO CUSIP NO. 47023A101 PAGE 4 OF 17 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SFM AH LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO CUSIP NO. 47023A101 PAGE 5 OF 17 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO, IA CUSIP NO. 47023A101 PAGE 6 OF 17 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 47023A101 PAGE 7 OF 17 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ROBERT SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 47023A101 PAGE 8 OF 17 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JONATHAN SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 47023A101 PAGE 9 OF 17 PAGES ITEM 1(A) NAME OF ISSUER: Jamba, Inc. (the "Issuer"). 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 6475 Christie Avenue, Suite 150 Emeryville, CA 94608 ITEM 2(A) NAME OF PERSON FILING The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Strategic Partners LP; ii) SFM Participation II LLC; iii) SFM AH LLC; iv) Soros Fund Management LLC; v) George Soros; vi) Robert Soros; and vii) Jonathan Soros. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. ITEM 2(C) CITIZENSHIP: i) Soros Strategic Partners LP is a Delaware limited partnership; ii) SFM Participation II LLC is a Nevis limited liability company; iii) SFM AH LLC is a Delaware limited liability company; iv) Soros Fund Management LLC is a Delaware limited liability company; v) George Soros is a United States citizen; vi) Robert Soros is a United States citizen; and vii) Jonathan Soros is a United States citizen. CUSIP NO. 47023A101 PAGE 10 OF 17 PAGES ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share (the "Shares"). ITEM 2(E) CUSIP NUMBER: 47023A101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: This Item 3 is not applicable. ITEM 4. OWNERSHIP: ITEM 4(A) AMOUNT BENEFICIALLY OWNED: As of December 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of no Shares. ITEM 4(B) PERCENT OF CLASS: As of December 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of 0% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: SOROS STRATEGIC PARTNERS LP (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 SFM PARTICIPATION II LLC (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 CUSIP NO. 47023A101 PAGE 11 OF 17 PAGES SFM AH LLC (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 SOROS FUND MANAGEMENT LLC (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 GEORGE SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 ROBERT SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 JONATHAN SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0
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 owners of more than five percent of the class of securities, check the following [X]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: This Item 6 is not applicable. CUSIP NO. 47023A101 PAGE 12 OF 17 PAGES ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: This Item 7 is not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: This Item 8 is not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: This Item 9 is not applicable. ITEM 10. CERTIFICATION: By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect. CUSIP NO. 47023A101 PAGE 13 OF 17 PAGES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2008 SOROS STRATEGIC PARTNERS LP By: SFM PARTICIPATION II LLC General Partner By: SFM AH LLC Manager By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: February 14, 2008 SFM PARTICIPATION II LLC By: SFM AH LLC Manager By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: February 14, 2008 SFM AH LLC By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: February 14, 2008 SOROS FUND MANAGEMENT LLC By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel CUSIP NO. 47023A101 PAGE 14 OF 17 PAGES Date: February 14, 2008 GEORGE SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact Date: February 14, 2008 ROBERT SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact Date: February 14, 2008 JONATHAN SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact
CUSIP NO. 47023A101 PAGE 15 OF 17 PAGES
EXHIBIT INDEX PAGE NO. A. Power of Attorney, dated as of October 3, 2007, granted by Robert Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David 16 Taylor................................................................................ B. Power of Attorney, dated as of October 3, 2007, granted by Jonathan Soros in favor of 17 Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David Taylor.................................................................................
CUSIP NO. 47023A101 PAGE 16 OF 17 PAGES EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of October 2007. ROBERT SOROS -------------------------- /s/ ROBERT SOROS CUSIP NO. 47023A101 PAGE 17 OF 17 PAGES EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of October 2007. JONATHAN SOROS -------------------------- /s/ JONATHAN SOROS
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