-----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, EiZYKHt+DUERbnpBr2fXCWX0Bk/kfFpVs+CgZR3FhVMfPBNGq6Qn1A4pwchesK6J VcNa96G+cskbquXR5ia7LQ== 0000950137-08-003489.txt : 20080310 0000950137-08-003489.hdr.sgml : 20080310 20080310172601 ACCESSION NUMBER: 0000950137-08-003489 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080310 DATE AS OF CHANGE: 20080310 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: 180 Connect Inc. CENTRAL INDEX KEY: 0001323639 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 202650200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80962 FILM NUMBER: 08678698 BUSINESS ADDRESS: STREET 1: 6501 EAST BELLEVIEW CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 303-395-6001 MAIL ADDRESS: STREET 1: 6501 EAST BELLEVIEW CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: Ad.Venture Partners, Inc. DATE OF NAME CHANGE: 20050413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magnetar Capital Partners LP CENTRAL INDEX KEY: 0001353085 IRS NUMBER: 202571205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 FORMER COMPANY: FORMER CONFORMED NAME: Magnetar Capital Partners LLC DATE OF NAME CHANGE: 20060213 SC 13D/A 1 c24712sc13dza.htm AMENDMENT NO.2 TO SCHEDULE 13D sc13dza
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
180 Connect Inc.
 
(Name of Issuer)
Common Stock ($0.0001 par value per share)
 
(Title of Class of Securities)
682343108
 
(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)
March 6, 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. o
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.
 
682343108 
SCHEDULE 13D  Page  
  of   

 

           
1   NAME OF REPORTING PERSON:

Magnetar Investment Management, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,175,465
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,175,465
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,175,465
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.5%1
     
14   TYPE OF REPORTING PERSON
   
  IA; OO
1Based on 23,012,092 shares of common stock issued and outstanding as of November 9, 2007.


 

                     
CUSIP No.
 
682343108 
SCHEDULE 13D  Page  
  of   

 

           
1   NAME OF REPORTING PERSON:

Magnetar Capital Partners LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,288,152
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,288,152
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,288,152
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.9%2
     
14   TYPE OF REPORTING PERSON
   
  HC; OO
2 Based on 23,012,092 shares of common stock issued and outstanding as of November 9, 2007 plus 100,556 shares of common stock issuable upon exercise of warrants held by Magnetar Capital Master Fund, Ltd


 

                     
CUSIP No.
 
682343108 
SCHEDULE 13D  Page  
  of   

 

           
1   NAME OF REPORTING PERSON:

Supernova Management LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,288,152
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,288,152
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,288,152
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.9%3
     
14   TYPE OF REPORTING PERSON
   
  HC; OO
3Based on 23,012,092 shares of common stock issued and outstanding as of November 9, 2007 plus 100,556 shares of common stock issuable upon exercise of warrants held by Magnetar Capital Master Fund, Ltd


 

                     
CUSIP No.
 
682343108 
SCHEDULE 13D  Page  
  of   

 

           
1   NAME OF REPORTING PERSON:

Alec N. Litowitz
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,288,152
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,288,152
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,288,152
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.9%4
     
14   TYPE OF REPORTING PERSON
   
  HC; IN
4Based on 23,012,092 shares of common stock issued and outstanding as of November 9, 2007 plus 100,556 shares of common stock issuable upon exercise of warrants held by Magnetar Capital Master Fund, Ltd


 

SCHEDULE 13D
     This Amendment No. 2 relates to the Statement of Beneficial Ownership on Schedule 13D previously filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), 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”) with the Securities and Exchange Commission (the “Commission”) on September 5, 2007, as amended by Amendment No. 1 thereto as filed with the Commission on November 16, 2007 (collectively, the “Schedule 13D”). As reported in Amendment No. 1, Magnetar Financial previously ceased to be a Reporting Person. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended to add the following information:
     All funds used to purchase the securities of the Company set forth in Item 5 to this Amendment No. 2 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 for the purchases by Magnetar Capital Master Fund reflected in Item 5 to this Amendment No. 2 was approximately $7,740. These amounts are in addition to the amounts previously reported. All other transactions reflected in Item 5 to this Amendment No. 2 were at prices less than the original prices previously reflected in the Schedule 13D and reduce the amounts previously reflected in the Schedule 13D. As a result of the transactions reported herein and previously reported on Schedule 13D, the aggregate amount of funds used to purchase the securities reported herein is approximately $5,102,680.67.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to add the following information:
     (a) (i) Magnetar Investment Management may be deemed to beneficially own 2,175,465 Shares. 2,045,708 of such Shares are held for the account of the Managed Accounts, 5,212 of such Shares are held for the account of Magnetar SGR Fund, Ltd and 124,545 of such Shares are held for the account of Magnetar SGR Fund, LP, and all such Shares represent beneficial ownership of approximately 9.5% of the Shares, based on 23,012,092 Shares issued and outstanding as of November 9, 2007, as disclosed in the Form 10-Q for the quarterly period ended September 30, 2007 filed by the Company with the Commission on November 14, 2007.
          (ii) Each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz may be deemed to beneficially own 2,288,152 Shares, 100,556 of which are issuable upon exercise of a warrant held for the account of Magnetar Capital Master Fund (the “Warrant”). This amount consists of: (A) 112,687 Shares (including the 100,556 Shares issuable upon exercise of the Warrant) held for the account of Magnetar Capital Master Fund, (B) 2,045,708 Shares held for the account of the Managed Accounts, (C) 5,212 Shares held for the account of Magnetar SGR Fund, Ltd and (D) 124,545 Shares held for the account of Magnetar SGR Fund, LP, and such 2,288,152 Shares in the aggregate represent beneficial ownership of approximately 9.9% of the Shares, based on (i) 23,012,092 Shares issued and outstanding as of November 9, 2007, as disclosed in the Form 10-Q for the quarterly period ended September 30,

 


 

2007 filed by the Company with the Commission on November 14, 2007 plus (ii) 100,556 Shares issuable upon exercise of the Warrant. The foregoing excludes 165,837 Shares issuable upon exercise of the Warrant because the Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates, of more than 9.90% of the Shares. Without such blocker provision, each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz would be deemed to beneficially own 2,453,989 Shares.
     (b) (i) Magnetar Capital Partners, Supernova Management and Mr. Litowitz each may be deemed to share the power to vote and direct the disposition of the 112,687 Shares (including the 100,556 Shares issuable upon exercise of the Warrant) held for the account of Magnetar Capital Master Fund. The foregoing excludes 165,837 Shares issuable upon exercise of the Warrant because the Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates, of more than 9.90% of the Shares. Without such blocker provision, each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz would be deemed to beneficially own 278,524 Shares held for the account of Magnetar Capital Master Fund.
          (ii) In addition, Magnetar Investment Management, Magnetar Capital Partners, Supernova Management and Mr. Litowitz each may be deemed to share the power to vote and direct the disposition of the (A) 2,045,708 Shares held for the account of the Managed Accounts, (B) 5,212 Shares held for the account of Magnetar SGR Fund, Ltd and (C) 124,545 Shares held for the account of Magnetar SGR Fund, LP.
          (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 2,288,152 Shares. The foregoing excludes 165,837 Shares issuable upon exercise of the Warrant because the Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates, of more than 9.90% of the Shares. Without such blocker provision, each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz would be deemed to beneficially own 2,453,989 Shares.
     (c) Except for the following transactions described in this Amendment No. 2, there have been no transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D:
     On March 6, 2008, Magnetar Capital Master Fund transferred an aggregate of 415,423 Shares to certain of the Managed Accounts for an aggregate price of $548,358.36 (excluding commissions and other execution-related costs).
     On January 23, 2008, one of the Managed Accounts transferred an aggregate of 137,327 Shares to one of the other Managed Accounts for an aggregate price of $134,566.73 (excluding commissions and other execution-related costs).

 


 

     On December 31, 2007, Magnetar Capital Master Fund purchased (i) 5,000 Shares for an aggregate purchase price of $7,050 (excluding commissions and other execution-related costs) and (ii) 500 Shares for an aggregate purchase price of $690 (excluding commissions and other execution-related costs), in each case, in open market transactions.
     On December 28, 2007, Magnetar Capital Master Fund transferred an aggregate of 597,845 Shares to certain of the Managed Accounts for an aggregate price of $795,133.85 (excluding commissions and other execution-related costs).

 


 

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: March 10, 2008
         
  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       
 

 

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