0001393825-13-000004.txt : 20130206
0001393825-13-000004.hdr.sgml : 20130206
20130206133856
ACCESSION NUMBER: 0001393825-13-000004
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130206
DATE AS OF CHANGE: 20130206
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Australia Acquisition Corp
CENTRAL INDEX KEY: 0001499593
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-85765
FILM NUMBER: 13577144
BUSINESS ADDRESS:
STREET 1: LEVEL 9 PODIUM
STREET 2: 530 COLLINS STREET
CITY: Melbourne VIC 3000
STATE: C3
ZIP: 3000
BUSINESS PHONE: 61 (2) 9380 6899
MAIL ADDRESS:
STREET 1: LEVEL 9 PODIUM
STREET 2: 530 COLLINS STREET
CITY: Melbourne VIC 3000
STATE: C3
ZIP: 3000
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G
1
aacp_sc13g.txt
AUSTRALIA ACQUISITION CORP SC13G
1
aacp_sc13g.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Australia Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
G06368107
(CINS Number)**
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] 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).
** The Common Stock does not have a CUSIP number. The CINS number of the
Common Stock is G06368107.
Page 1 of 9 Pages
CINS No. G06368107 13G Page 2 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
STOCK --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
585,729 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
585,729 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,729 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.02%
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(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
CINS No. G06368107 13G Page 3 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
585,729 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
585,729 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
585,729 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.02%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
CINS No. G06368107 13G Page 4 of 9 Pages
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Item 1.
(a) Name of Issuer
Australia Acquisition Corp, an Australia corporation (the 'Company')
(b) Address of Issuer's Principal Executive Offices
Australia Acquisition Corp.
Level 9 Podium
530 Collins Street
Melbourne VIC 3000
Australia
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the
'Investment Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are collectively
referred to herein as 'Reporting Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Investment
Manager and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the 'Common Stock')
Item 2(e) CINS Number
The Common Stock does not have a CUSIP number. The CINS number of the
Common Stock is G06368107.
CUSIP No. G06368107 13G Page 5 of 9 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(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
(15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution: _____________________
CUSIP No. G06368107 13G Page 6 of 9 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows (5)-(11)
of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Amendment No. 2 to Schedule TO filed with the Securities and
Exchange Commission on September 11, 2012, indicates that the total number
of outstanding shares of Common Stock on September 11, 2012 was approximately
8,338,033. The percentages set forth on Row (11) of the cover page for each
Reporting Person is based on the Company's total number of outstanding shares
of Common Stock.
CINS No. G06368107 13G Page 7 of 9 Pages
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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.
CUSIP No. G06368107 13G Page 8 of 9 Pages
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Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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 that
purpose or effect.
CINS No. G06368107 13G Page 9 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 6, 2013
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CINS No. G06368107 13G Page 9 of 9 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the Securities and Exchange Commission on or about
the date hereof with respect to the beneficial ownership by the undersigned
of the Common Stock, par value $0.001 per share of Australia Acquisition
Corp. is being filed, and all amendments thereto will be filed, on behalf
of each of the persons and entities named below in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended. This
Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument.
Dated as of February 6, 2013
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-18370765.2