-----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, Rzrughep/QlKLUwJBa/QqNvO/CbajMokHClVIpJMjHEk8mjUKzrFcugxynEFFqlR XQH7oxVLDUVRUH8rrrzAVA== 0001132413-07-000089.txt : 20070326 0001132413-07-000089.hdr.sgml : 20070326 20070326161101 ACCESSION NUMBER: 0001132413-07-000089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070323 FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rhapsody Acquisition Corp. CENTRAL INDEX KEY: 0001361538 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204743916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-7676 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENGLANDER ISRAEL A CENTRAL INDEX KEY: 0001017456 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52203 FILM NUMBER: 07718251 BUSINESS ADDRESS: BUSINESS PHONE: 2123767158 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLENNIUM MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001273087 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52203 FILM NUMBER: 07718252 BUSINESS ADDRESS: STREET 1: 666 FIFTH AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103-0899 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: 666 FIFTH AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103-0899 FORMER NAME: FORMER CONFORMED NAME: MILLENNIUM MANAGEMENT LLC DATE OF NAME CHANGE: 20031212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLENCO, L.L.C. CENTRAL INDEX KEY: 0001132413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52203 FILM NUMBER: 07718253 BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER NAME: FORMER CONFORMED NAME: MILLENCO, L.P./NY DATE OF NAME CHANGE: 20050310 FORMER NAME: FORMER CONFORMED NAME: MILLENCO LP/NY DATE OF NAME CHANGE: 20010111 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-03-23 1 0001361538 Rhapsody Acquisition Corp. RPSD 0001132413 MILLENCO, L.L.C. C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 1 0 0001273087 MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 0 1 May be deemed as group member. 0001017456 ENGLANDER ISRAEL A C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 0 1 May be deemed as group member. Common Stock, par value $0.0001 per share ("Common Stock") 2007-03-23 4 S 0 40000 7.40 D 628000 D As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the following: (i) 596,000 shares of Common Stock owned by Millenco, L.L.C., a Delaware limited liability company ("Millenco") (formerly Millenco, L.P., a Delaware limited partnership) which shares are a constituent part of the Company's units ("Units") of which Millenco holds 596,000. Each Unit consists of (a) one share of Common Stock and (b) one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $5.00. Each Warrant will become exercisable on the later of the Company's completion of a business combination and October 3, 2007, and will expire on October 2, 2010, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination; and (ii) 32,000 shares of Common Stock owned by Millenco. In addition to the Warrants exercisable into 596,000 shares of Common Stock, which are held as part of Units, Millenco owns Warrants exercisable into 637 shares of Common Stock which also are not currently exercisable. Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco. * MILLENCO, L.L.C., By: Millennium Management, L.L.C., as Manager Terry Feeney, Chief Operating Officer 2007-03-23 EX-99 2 rpsdjfa20070323.txt JOINT FILER INFORMATION EXHIBIT 99 - JOINT FILER INFORMATION Name: Millennium Management, L.L.C. Address: 666 Fifth Avenue, 8th Floor New York, NY 10103 Designated Filer: Millenco, L.L.C. Issuer & Ticker Symbol: Rhapsody Acquisition Corp. (RPSD) Date of Event Requiring Statement: 03/23/2007 Signature: MILLENNIUM MANAGEMENT, L.L.C. By: /s/ Terry Feeney ------------------------------------ Name: Terry Feeney Title: Chief Operating Officer Name: Israel A. Englander Address: c/o Millennium Management, L.L.C. 666 Fifth Avenue, 8th Floor New York, NY 10103 Designated Filer: Millenco, L.L.C. Issuer & Ticker Symbol: Rhapsody Acquisition Corp. (RPSD) Date of Event Requiring Statement: 03/23/2007 Signature: /s/ Israel A. Englander by David Nolan pursuant to a Power of Attorney filed with the SEC on June 6, 2005 -------------------------------------------- Israel A. Englander -----END PRIVACY-ENHANCED MESSAGE-----