-----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, BlvkpXxzsxJNHdDVWVT7GDhxB+jnRn5jIErr+FwFtYu0zObFRpmdAQ7ntq+KzX5d ZuEaYQ0qxoYGw42JkAfL/w== 0001013594-05-000040.txt : 20050203 0001013594-05-000040.hdr.sgml : 20050203 20050203170807 ACCESSION NUMBER: 0001013594-05-000040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050203 DATE AS OF CHANGE: 20050203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVICI SYSTEMS INC CENTRAL INDEX KEY: 0001094895 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 020493372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60847 FILM NUMBER: 05574136 BUSINESS ADDRESS: STREET 1: 101 BILLERICA AVENUE CITY: NORTH BILLERICA STATE: MA ZIP: 01862 BUSINESS PHONE: 9789642000 MAIL ADDRESS: STREET 1: 101 BILLERICA AVE CITY: NORTH BILLERICA STATE: MA ZIP: 01862 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAGE ASSET MANAGEMENT CENTRAL INDEX KEY: 0001109294 IRS NUMBER: 133935535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210908 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 avici13ga-020305.txt FEBRUARY 3, 2005 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.1)* Avici Systems Inc. (Name of Issuer) Common Stock, par value $.0001 (Title of Class of Securities) 05367L802 (CUSIP Number) December 31, 2004 (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) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Opportunity Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 42,800 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 42,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Master Investments Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 167,200 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 167,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Asset Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 210,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 210,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Barry G. Haimes 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 3,500 6. SHARED VOTING POWER 210,000 7. SOLE DISPOSITIVE POWER 3,500 8. SHARED DISPOSITIVE POWER 210,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,500 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Katherine R. Hensel 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 21,300 6. SHARED VOTING POWER 210,000 7. SOLE DISPOSITIVE POWER 21,300 8. SHARED DISPOSITIVE POWER 210,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the "Common Stock") of Avici Systems, Inc. (the "Issuer") beneficially owned by Sage Opportunity Fund, L.P. ("Sage"), Sage Master Investments Ltd. ("Sage Master"), Sage Asset Management, L.L.C. ("SAM"), Barry Haimes ("Mr. Haimes") and Katherine Hensel ("Ms. Hensel" and collectively, the "Reporting Persons") as of January 25, 2005, and amends and supplements the Schedule 13G filed October 5, 2004 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. 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: Sage beneficially owns 42,800 shares of Common Stock. Sage Master beneficially owns 167,200 shares of Common Stock. SAM, solely in its capacity as investment manager of Sage Master and as a general partner of Sage, beneficially owns 210,000 shares of Common Stock. Mr. Haimes, solely in his capacity as a managing member of SAM, beneficially owns 210,000 shares of Common Stock and an additional 3,500 shares of Common Stock that he owns personally. Ms. Hensel, solely in her capacity as a managing member of SAM, beneficially owns 210,000 shares of Common Stock and an additional 21,300 shares of Common Stock that she owns personally. (b) Percent of class: The Reporting Persons aggregate beneficial ownership of 234,800 shares of Common Stock constitutes 1.8% 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 Mr. Haimes has the sole power to vote or direct the vote of 3,500 shares of Common Stock. Ms. Hensel has the sole power to vote or direct the vote of 21,300 shares of Common Stock. (ii) Shared power to vote or to direct the vote Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 42,800 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 167,200 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to vote or direct the vote of 210,000 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Mr. Haimes has the sole power to dispose or to direct the disposition of 3,500 shares of Common Stock. Ms. Hensel has the sole power to dispose or to direct the disposition of 21,300 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 42,800 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 167,200 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to dispose or direct the disposition of 210,000 shares of Common Stock. 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 10. Certifications. 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 26, 2005 SAGE OPPORTUNITY FUND, L.P. By: Sage Asset Management, L.L.C., as general partner By: /s/ Barry G. Haimes ------------------- Barry G. Haimes Managing Member SAGE MASTER INVESTMENTS LTD. By: /s/ Katherine R. Hensel ----------------------- Katherine R. Hensel Director SAGE ASSET MANAGEMENT, L.L.C. By: /s/ Barry G. Haimes ------------------- Barry G. Haimes Managing Member /s/ Barry G. Haimes ------------------- Barry G. Haimes /s/ Katherine R. Hensel ----------------------- Katherine R. Hensel -----END PRIVACY-ENHANCED MESSAGE-----