sc13g

0000950134-06-006711.txt : 20060405 0000950134-06-006711.hdr.sgml : 20060405 20060405134640 ACCESSION NUMBER: 0000950134-06-006711 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060405 DATE AS OF CHANGE: 20060405 GROUP MEMBERS: TCS CAPITAL GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AETHER HOLDINGS INC CENTRAL INDEX KEY: 0001093434 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 522186634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58205 FILM NUMBER: 06741448 BUSINESS ADDRESS: STREET 1: 621 E. PRATT STREET STREET 2: SUITE 601 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4435739400 MAIL ADDRESS: STREET 1: 621 E. PRATT STREET STREET 2: SUITE 601 CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: AETHER SYSTEMS INC DATE OF NAME CHANGE: 20000525 FORMER COMPANY: FORMER CONFORMED NAME: AETHER SYSTEMS LLC DATE OF NAME CHANGE: 19991029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PALI CAPITAL STREET 2: 350 PARK AVE 4TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 650 9811 SC 13G 1 d34827sc13g.htm SCHEDULE 13G sc13g


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Aether Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

00809C106

(CUSIP Number)

April 3, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		00809C106


1	NAMES OF REPORTING PERSONS: Eric Semler

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			2,872,400

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,872,400

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,872,400

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.5%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

** SEE ITEM 4(b)


CUSIP No.		00809C106


1	NAMES OF REPORTING PERSONS: TCS Capital GP, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			2,631,400

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,631,400

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,631,400

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.0%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

** SEE ITEM 4(b)

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”), relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of Aether Holdings, Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”) on April 5, 2006. This Schedule 13G is being filed on behalf of TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), and Eric Semler the principal of TCS GP and TCS Select GP, LLC (“TCS Select GP”).

This Schedule 13G relates to (A) shares of Common Stock of the Issuer purchased by Eric Semler and TCS GP for the accounts of (i) TCS Capital, L.P., a Delaware limited partnership (“TCS Capital”), (ii) TCS Capital II, L.P., a Delaware limited partnership (“TCS Capital II”), and (iii) TCS Capital Investments, L.P. a Cayman Islands exempted limited partnership (“TCS Offshore”); and (B) shares of Common Stock of the Issuer purchased by Eric Semler and TCS Select GP for the account of TCS Select, L.P. a Delaware limited partnership (“TCS Select”). TCS Capital holds 144,400 shares of the Common Stock, TCS Capital II holds 844,700 shares of the Common Stock, TCS Offshore holds 1,642,300 shares of the Common Stock, and TCS Select holds 241,000 shares of the Common Stock. TCS GP acts as general partner to each of TCS Capital, TCS Capital II and TCS Offshore; TCS Select GP acts as general partner to TCS Select; and Mr. Semler, as manager of TCS GP and TCS Select GP, controls the investment decisions of TCS GP and TCS Select GP.


Item 1(a)		Name of Issuer.

		Aether Holdings, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		621 E. Pratt St. Suite 601 Baltimore, MD 21202

Item 2(a)		Name of Person Filing.

		TCS Capital GP, LLC and Eric Semler

Item 2(b)		Address of Principal Business Office, or, if none, Residence.

		888 Seventh Avenue, Suite 1504, New York, NY 10019

Item 2(c)		Citizenship or Place of Organization.

		TCS Capital GP, LLC is a limited liability company organized under the laws of the State of Delaware. Eric Semler is the principal of TCS Capital GP, LLC and is a United States citizen.


Item 2(d)		Title of Class of Securities.

		Common Stock, par value $.01 per share (the “Common Stock”).

Item 2(e)		CUSIP Number.

		00809C106

Item 3		Reporting Person.

		Inapplicable.

Item 4		Ownership.

	(a)		TCS Capital GP, LLC (as the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P.) is the beneficial owner of 2,631,400 shares of Common Stock, and Eric Semler (as the principal of TCS Capital GP, LLC and TCS Select GP, LLC) is the beneficial owner of 2,872,400 shares of Common Stock.

	(b)		TCS Capital GP, LLC is the beneficial owner of 6.0% of the outstanding shares of Common Stock and Eric Semler is the beneficial owner of 6.5% of the outstanding shares of Common Stock. These percentages are determined by dividing 2,631,400 and 2,872,400, respectively, by 44,018,946, the number of shares of Common Stock issued and outstanding as of March 10, 2006, as reported in the Issuer’s annual report on Form 10-K filed March 15, 2006.

	(c)		As the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P., TCS Capital GP, LLC has the sole power to vote and dispose of the 2,631,400 shares of Common Stock beneficially owned by it. As the principal of TCS Capital GP, LLC and TCS Select GP, LLC, Eric Semler has the sole power to vote and dispose of the 2,872,400 shares of Common Stock beneficially owned by him.


Item 5		Ownership of Five Percent or Less of a Class.

		Inapplicable.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

		Inapplicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Inapplicable.


Item 8		Identification and Classification of Members of the Group.

		Inapplicable.

Item 9		Notice of Dissolution of Group.

		Inapplicable.

Item 10		Certification.

		By signing below I certify that, to the best of my 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.

Exhibits		Exhibit 1

		Joint Filing Agreement dated April 5, 2006, between TCS Capital GP, LLC and Eric Semler.

SIGNATURE

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.

Date: April 5, 2006


TCS Capital GP, LLC

	By:	/s/ Eric Semler

	Name:	Eric Semler

	Title:	Managing Member


/s/ Eric Semler

Eric Semler

EX-99.1 2 d34827exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.01 per share, of Aether Holdings, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of April 5, 2006.


TCS Capital GP, LLC

	By:	/s/ Eric Semler

	Name:	Eric Semler

	Title:	Managing Member


/s/ Eric Semler

Eric Semler