-----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, BBoyaRlWuU8gPJ+Khrm82qGY4/g/5rJSrdj/QgZ7c2uLwueLp7ICXxBxNo51YZqg K7soERfTLToxEUF1hqBH4Q== 0001013594-03-000152.txt : 20030722 0001013594-03-000152.hdr.sgml : 20030722 20030722171754 ACCESSION NUMBER: 0001013594-03-000152 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMARANTH LLC CENTRAL INDEX KEY: 0001167129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06836-2571 BUSINESS PHONE: 2036258300 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO COMPONENT TECHNOLOGY INC CENTRAL INDEX KEY: 0000911149 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 410985960 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45118 FILM NUMBER: 03797014 BUSINESS ADDRESS: STREET 1: 2340 W COUNTY RD C CITY: ST PAUL STATE: MN ZIP: 55113-2528 BUSINESS PHONE: 6516974000 MAIL ADDRESS: STREET 1: 2340 W COUNTY RD C CITY: ST PAUL STATE: MN ZIP: 55113-2528 SC 13G/A 1 microcom13g-72203.txt JULY 22, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Micro Component Technology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 59479q100 (CUSIP Number) July 14, 2003 (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 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 the Following Pages) (Page 1 of 9 Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,422,419 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,422,419 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,422,419 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.1% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,422,419 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,422,419 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,422,419 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.1% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(d) with respect to the Common Stock, $.01 par value (the "Common Stock"), of Micro Component Technology, Inc. beneficially owned by the Reporting Persons (as defined below) as of July 15, 2002, and amends and restates the Schedule 13G filings dated as of January 3, 2002, February 10, 2003 and July 15, 2003 filed by the Reporting Persons (the "Schedule 13G"). ITEM 1(a). Name of Issuer: Micro Component Technology, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 2340 West County Road C St. Paul, Minnesota 55113 Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Amaranth L.L.C., a Delaware limited liability company ("Amaranth"), and Nicholas M. Maounis ("Maounis")(together, the "Reporting Persons"). Maounis is the controlling person of Amaranth Advisors L.L.C. ("Advisors"), a Delaware limited liability company and the managing member of Amaranth. Maounis is therefore deemed to share beneficial ownership of the shares beneficially owned by Amaranth by virtue of his power to direct the vote and/or direct the disposition of securities owned by Amaranth. Amaranth beneficially owns Common Stock (as defined below) and notes convertible into shares of Common Stock through its subsidiary, Amaranth Trading L.L.C., a Delaware limited liability company (see Exhibit B). Advisors is the managing member of Amaranth Trading L.L.C. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Amaranth and Mr. Maounis is One American Lane, Greenwich, Connecticut 06831. Item 2(c). Citizenship: Amaranth is a Delaware limited liability company and Mr. Maounis is a citizen of the United States. Item 2(d). Title of Class of Securities Common Stock (the "Common Stock"). Item 2(e). CUSIP Number: 59479q100 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: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] 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. (a) Amount beneficially owned: The Reporting Persons beneficially own 3,422,419 shares of Common Stock, consisting of (i) 422,419 shares of Common Stock and (ii) 3,000,000 shares of Common Stock into which the Issuer's 10% Senior Subordinated Convertible Notes ("Convertible Notes") held by the Reporting Persons are convertible. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), each person identified in this Schedule 13G declares that the filing of this statement shall not be construed as an admission that he or it is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. (b) Percent of class: The 3,422,419 shares of Common Stock beneficially owned by the Reporting Persons constitutes 16.1% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Note applicable. (ii) Shared power to vote or to direct the vote Amaranth and Maounis have shared power to vote or direct the vote of the 3,422,419 shares of Common Stock beneficially owned by the Reporting Persons. (iii) Sole power to dispose or to direct the disposition of Not applicable. (iv) Shared power to dispose or to direct the disposition of Amaranth and Maounis have shared power to dispose or direct the disposition of 3,422,419 shares of Common Stock beneficially owned by the Reporting Persons. 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 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 Anther Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See attached Exhibit B for list of relevant subsidiaries. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of its 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 that purpose or effect. 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: As of July 21, 2003 AMARANTH L.L.C. By: Amaranth Advisors L.L.C., as Managing Member By: /s/ Nicholas M. Maounis ----------------------- Nicholas M. Maounis, President /s/ Nicholas M. Maounis ----------------------- Nicholas M. Maounis EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Micro Component Technology, Inc. dated as of July 21, 2003 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: As of July 21, 2003 AMARANTH L.L.C. By: Amaranth Advisors L.L.C., as Managing Member By: /s/ Nicholas M. Maounis ----------------------- Nicholas M. Maounis, President /s/ Nicholas M. Maounis ----------------------- Nicholas M. Maounis EXHIBIT B SUBSIDIARIES Amaranth beneficially owns through its subsidiary, Amaranth Trading L.L.C., a Delaware limited liability company, 302,419 shares of Common Stock and all of the Convertible Notes. -----END PRIVACY-ENHANCED MESSAGE-----