-----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, VkI5IEkVuXFromG1xhBjR//Gc25IZXaTLmy3Fjr80LM1Xr5b8EZaC24stN0qmz5p qqefVyoCU6u0RQv1RDR5ng== 0001019056-04-001475.txt : 20041216 0001019056-04-001475.hdr.sgml : 20041216 20041216134922 ACCESSION NUMBER: 0001019056-04-001475 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 GROUP MEMBERS: ASPEN ADVISORS LLC GROUP MEMBERS: ASPEN CAPITAL LLC GROUP MEMBERS: NIKOS HECHT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AVENUE NETWORKS INC CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 521869023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49879 FILM NUMBER: 041207559 BUSINESS ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 BUSINESS PHONE: 434 220 4988 MAIL ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED RADIO TELECOM CORP DATE OF NAME CHANGE: 19960503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN PARTNERS SERIES A CENTRAL INDEX KEY: 0001237622 IRS NUMBER: 134118716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O ASPEN ADVISORS LLC STREET 2: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 aspen_13da-4.txt AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) First Avenue Networks, Inc. --------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 31865X106 -------------- (CUSIP Number) Robert A. Grauman, Esq. O'Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 2004 ------------------------------------------------------- (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 which 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. [X] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 31865X106 13D PAGE 2 of 10 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Aspen Partners Series A, a series of Aspen Capital Partners, LP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-4118716 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER 3,771,463 - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,771,463 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,771,463 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- CUSIP NO. 31865X106 13D PAGE 3 of 10 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Aspen Capital LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-4118715 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER 3,771,463 - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,771,463 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,771,463 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP NO. 31865X106 13D PAGE 4 of 10 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Aspen Advisors LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-4118717 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER 5,459,258 - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,459,258 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,459,258 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP NO. 31865X106 13D PAGE 5 of 10 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Nikos Hecht I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (SEE INSTRUCTIONS) (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER 5,459,258 - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,459,258 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,459,258 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- The Statement on Schedule 13D dated February 6, 2004 filed by Aspen Partners Series A, a series of Aspen Capital Partners, LP ("Aspen Partners"), Aspen Capital LLC ("Aspen Capital"), Aspen Advisors LLC ("Aspen Advisors"), and Nikos Hecht (each a "Reporting Person," and, collectively the "Reporting Persons") with respect to the Common Stock, par value $0.001 per share (the "Common Stock"), of First Avenue Networks, Inc., a Delaware corporation (the "Company"), and amended by Amendment No. 1 dated March 4, 2004, Amendment No. 2 dated July 8, 2004 and Amendment No. 3 dated November 8, 2004, is hereby further amended with respect to the items set forth below. Capitalized terms used without definition in this Schedule 13D (Amendment No. 3) have the meanings set forth in the Reporting Persons' Schedule 13D, as originally filed. Item 5. Interest in Securities of the Issuer The information set forth under this item is hereby amended and restated in its entirety as follows: On December 14, 2004, the Company announced that it had completed a private placement pursuant to which it issued 12,870,000 shares of Common Stock. As a result of the issuance of such shares, the Reporting Persons' percentage beneficial ownership of the Company's Common Stock (but not the number of shares of Common Stock beneficially owned by the Reporting Persons) has been reduced. The Reporting Persons did not purchase any Common Stock in the private placement and have not effected any transactions in the Common Stock subsequent to the filing of their Schedule 13D (Amendment No. 3) As of the date of this Schedule 13D (Amendment No. 4, Aspen Partners is the beneficial owner of 3,771,463 shares of the Company's Common Stock, constituting approximately 10.7% of the outstanding shares of Common Stock. Such percentage beneficial ownership has been determined by adding to 21,288,016 shares of Common Stock outstanding (as set forth on the cover page to the Company's Form 10-Q for the six months ended September 30, 2004) 12,870,000 shares issued in the Company's private placement and 1,174,383 shares issuable upon exercise of warrants held by Aspen Partners. Of the 3,771,463 shares beneficially owned by Aspen Partners, 2,597,080 shares are issued and outstanding, 762,279 shares are issuable upon exercise of Class A Warrants held by Aspen Partners and 412,104 shares are issuable upon the exercise of New Warrants held by Aspen Partners. As the general partner of Aspen Partners, Aspen Capital may be deemed to share beneficial ownership of all such shares. Aspen Partners and Aspen Capital disclaim any beneficial interest in the shares owned by the accounts managed by Aspen Advisors. As of the date of this Schedule 13D (Amendment No. 3), Aspen Advisors is the beneficial owner of 5,459,258 shares of the Company's Common Stock, constituting approximately 15.2% of the outstanding shares of Common Stock. Such percentage beneficial ownership has been determined by adding to 21,288,016 shares of Common Stock outstanding 12,870,000 shares issued in the Company's private placement and 6 1,672,140 shares issuable upon exercise of warrants held by Aspen Partners and private clients of Aspen Advisors. Of the 5,459,258 shares beneficially owned by Aspen Advisors, 3,787,118 shares are issued and outstanding and held by Aspen Partners and such private clients, 1,047,140 shares are issuable upon exercise of Class A Warrants held by Aspen Partners and such clients and 625,000 shares are issuable upon the exercise of New Warrants held by Aspen Partners and such clients. Aspen Advisors, as investment manager for Aspen Partners and its private clients, has discretionary investment authority over the Common Stock and warrants held by Aspen Partners and the private clients, and Mr. Hecht is the managing member of Aspen Capital and of Aspen Advisors. Accordingly, Mr. Hecht may be deemed to be the beneficial owner of the Common Stock and warrants held by Aspen Partners and the private clients of Aspen Advisors. Under the Purchase Agreement described in Item 6 of the Reporting Person's Schedule 13D (Amendment No. 3), the Company has agreed to issue 25,194,647 shares of Common Stock as payment for the assets of Teligent. Based on their ownership of approximately 41.8% and 25.4%, respectively, of the outstanding shares of Teligent, Aspen Partners and managed accounts of Aspen Advisors would acquire beneficial ownership of 10,534,512 additional shares and 6,402,589 additional shares, respectively, of the Company's Common Stock upon a liquidation of Teligent. In such case, (i) Aspen Partners would be the beneficial owner of 13,131,592 shares of Common Stock and 1,174,383 warrants to purchase Common Stock, representing in the aggregate 23.6% of the outstanding Common Stock (computed by adding to 21,288,016 shares of Common Stock outstanding 12,870,000 shares issued in the Company's private placement, 25,194,647 shares to be issued to Teligent in the transaction, 762,279 shares issuable upon exercise of Class A Warrants held by Aspen Partners and 412,104 shares issuable upon the exercise of New Warrants held by Aspen Partners), and (ii) Aspen Advisors would be the beneficial owner of 20,724,219 shares of Common Stock and 1,672,140 warrants to purchase Common Stock, representing in the aggregate 36.7% of the outstanding Common Stock (computed by adding to 21,288,016 shares of Common Stock outstanding 12,870,000 shares issued in the Company's private placement, 25,194,647 shares to be issued to Teligent in the transaction, 1,047,140 shares issuable upon exercise of Class A Warrants held by Aspen Partners and Aspen Advisors' managed accounts and 625,000 shares issuable upon the exercise of New Warrants held by Aspen Partners and such accounts). The beneficial ownership amounts and percentages set forth in this paragraph are provided for illustrative purposes, and exclude shares issuable upon exercise of the Teligent Transaction Warrant described in Item 6 of the Reporting Persons' Schedule 13D (Amendment No. 3). The number of shares to be issued by the Company pursuant to the Purchase Agreement will be adjusted in connection with changes, if any, in the number of shares issuable pursuant to the Teligent Transaction Warrant, and the actual number of shares of Common Stock that would be acquired by Teligent and beneficially owned by the Reporting Persons, and the resulting increase in the Reporting Persons' beneficial ownership of the Company's Common Stock, will depend on the number of shares of Common Stock ultimately issued pursuant to the Purchase Agreement. 7 All computations of beneficial ownership amounts and percentages in this Item 5 resulting from the issuance of Common Stock pursuant to the Purchase Agreement assume a liquidation of Teligent and distribution to Teligent's shareholders of such Common Stock. By virtue of Aspen Advisors' status as beneficial owner of a majority of the common stock of Teligent, upon issuance of such Common Stock to Teligent pursuant to the Purchase Agreement and until liquidation of Teligent and distribution of such Common Stock to the shareholders of Teligent, Aspen Advisors and Mr. Hecht could be deemed to acquire voting power over all of the Company Common Stock acquired by Teligent and, therefore, to acquire beneficial ownership of all of such stock. However, the Purchase Agreement contemplates that Teligent will dissolve and liquidate as promptly as practicable after the closing thereunder and distribute the Company Common Stock acquired pursuant to the Purchase Agreement to its shareholders. Accordingly, the Reporting Persons disclaim any beneficial interest in the Common Stock to be issued pursuant to the Purchase Agreement in excess of the shares attributable to their respective shareholdings in Teligent. 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Dated: December 16, 2004 ASPEN PARTNERS, SERIES A, a series of ASPEN CAPITAL PARTNERS, LP By: ASPEN CAPITAL LLC, its general partner By: /s/ NIKOS HECHT --------------------------------- Name: Nikos Hecht Title: Managing Member ASPEN CAPITAL LLC By: /s/ NIKOS HECHT --------------------------------- Name: Nikos Hecht Title: Managing Member ASPEN ADVISORS LLC By: /s/ NIKOS HECHT --------------------------------- Name: Nikos Hecht Title: Managing Member /s/ NIKOS HECHT ------------------------------------- Nikos Hecht 9 -----END PRIVACY-ENHANCED MESSAGE-----