-----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, KtdD4Kv2ycs2n2ttR++tFbnDg/cO56QogzY52EUAog9/gGVXTH6mVsShAr1WA7lr o7KFcxzitLEUKMhsbCHSug== 0000902664-07-000004.txt : 20070104 0000902664-07-000004.hdr.sgml : 20070104 20070104171753 ACCESSION NUMBER: 0000902664-07-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070104 DATE AS OF CHANGE: 20070104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RANCHER ENERGY CORP. CENTRAL INDEX KEY: 0001287900 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980422451 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82313 FILM NUMBER: 07510612 BUSINESS ADDRESS: STREET 1: 1050 17TH STREET, SUITE 1700 CITY: DENVER STATE: CO ZIP: 80265 BUSINESS PHONE: 303 629-1155 MAIL ADDRESS: STREET 1: 1050 17TH STREET, SUITE 1700 CITY: DENVER STATE: CO ZIP: 80265 FORMER COMPANY: FORMER CONFORMED NAME: METALEX RESOURCES INC DATE OF NAME CHANGE: 20040420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SC 13G 1 sc13g.txt RANCHER ENERGY CORP. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) RANCHER ENERGY CORP. (Name of Issuer) Common Stock, $.00001 Par Value (Title of Class of Securities) 75188R106 (CUSIP Number) December 21, 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: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 4 Pages) - --------------- *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 purposes 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. 75188R106 13G Page 2 of 4 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JANA PARTNERS LLC - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 10,666,666 (including warrants to acquire 5,333,333 shares of Common Stock) SHARES -------------------------------------------------------------- (6) SHARED VOTING POWER BENEFICIALLY -0- OWNED BY --------------------------------------------------------- (7) SOLE DISPOSITIVE POWER EACH 10,666,666 (including warrants to acquire 5,333,333 shares of Common Stock) -------------------------------------------------------------- REPORTING (8) SHARED DISPOSITIVE POWER PERSON WITH -0- - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,666,666 (including warrants to acquire 5,333,333 shares of Common Stock) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (see Item 4(b)) - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 75188R106 13G Page 3 of 4 Pages This report on Schedule 13G (this "Schedule 13G") relates to the 5,333,333 shares (the "Owned Shares") of common stock, $.00001 par value (the "Common Stock") of Rancher Energy Corp. (the "Issuer") beneficially owned by JANA Partners LLC ("JANA") as of January 4, 2007. In addition to the Owned Shares, JANA beneficially owns warrants to purchase up to 5,333,333 shares of Common Stock of the Company (the "Warrants"). The Warrants are not exercisable until such time as the Issuer amends its articles of incorporation to increase its total quantity of authorized stock. JANA is voluntarily including in this Schedule 13G the 5,333,333 shares of Common Stock into which the Warrants are exercisable. In the Issuer's Current Report on Form 8-K filed on December 27, 2006, the Issuer states that it has agreed to "promptly call a meeting of its stockholders to approve this increase." The number of shares of Common Stock into which the Warrants are convertible is limited pursuant to the terms of the Warrants to that number of shares of Common Stock which would result in JANA having aggregate beneficial ownership of not more than 9.99% of the total issued and outstanding shares of Common Stock. Item 1(a). Name of Issuer: Rancher Energy Corp. Item 1(b). Address of Issuer's Principal Executive Offices: 1050-17th Street, Suite 1700, Denver, Colorado 80265 Item 2(a). Name of Person Filing: JANA Partners LLC Item 2(b). Address of Principal Business Office or, if None, Residence: 200 Park Avenue, Suite 3300, New York, New York 10166 Item 2(c). Citizenship: This Statement is filed by JANA Partners LLC, a Delaware limited liability company. JANA Partners LLC is a private money management firm which holds the Common Stock of the Issuer in various accounts under its management and control. The principals of JANA Partners LLC, Barry Rosenstein and Gary Claar, are U.S. citizens. Item 2(d). Title of Class of Securities: Common Stock, $.00001 Par Value Item 2(e). CUSIP No: 75188R106 Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 13d-1(c), check this box: [X] Item 4. Ownership: (a) Amount beneficially owned: 10,666,666 (including warrants to acquire 5,333,333 shares of Common Stock) (b) Percent of Class: 9.99% Based upon the Issuer's Current Report on Form 8-K filed on December 27, 2006, the Issuer had 49,104,580 shares of Common Stock outstanding as of December 21, 2006, and issued an additional 40,694,335 shares of Common Stock pursuant to a Securities Purchase Agreement dated December 21, 2006, resulting in a total of 89,798,915 shares of Common Stock outstanding. Therefore, based on 89,798,915 shares of outstanding Common Stock, after giving effect to an intended increase in the authorized Common Stock of the Issuer and an exercise of the Warrants subject to the blocker provision described above, JANA may be deemed to beneficially own 9.99% of the outstanding Common Stock of the Issuer. (c) Number of shares as to which JANA Partners LLC has: (i) Sole power to vote or to direct the vote: 10,666,666 (including warrants to acquire 5,333,333 shares of Common Stock) (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition: 10,666,666 (including warrants to acquire 5,333,333 shares of Common Stock) (iv) Shared power to dispose or to direct the disposition: -0- Item 5. Ownership of Five Percent or Less of a Class: Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Reported on the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. CUSIP No. 75188R106 13G Page 4 of 4 Pages Item 10. Certification: By signing below, each of the reporting persons hereby certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. DATED: January 4, 2007 JANA PARTNERS LLC By: /s/Barry Rosenstein -------------------- Barry Rosenstein Managing Partner By: /s/Gary Claar -------------------- Gary Claar General Partner -----END PRIVACY-ENHANCED MESSAGE-----