-----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, CL75l6yQgwq5lMXwISaJXWqVx8KBfY90HG5Y8s3YZFg1URJMQF2b63z1j6dkiZcX gcK1aiWEDRfc7bLJKMf3rA== 0000902664-08-001569.txt : 20080317 0000902664-08-001569.hdr.sgml : 20080317 20080317171427 ACCESSION NUMBER: 0000902664-08-001569 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENEVA ACQUISITION CORP CENTRAL INDEX KEY: 0001367660 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 412207517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82688 FILM NUMBER: 08693930 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 3630 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-624-8408 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 3630 CITY: BOSTON STATE: MA ZIP: 02108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAGE CAPITAL PARTNERS GP LLC CENTRAL INDEX KEY: 0001165408 IRS NUMBER: 043574590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178672800 SC 13G 1 p08-0760sc13g.txt GENEVA ACQUISITION 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) (Amendment No. ) Geneva Acquisition Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 37185Y203 (CUSIP Number) February 16, 2007 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 13 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. 37185Y203 13G Page 2 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Adage Capital Partners, L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37185Y203 13G Page 3 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Adage Capital Partners GP, L.L.C. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37185Y203 13G Page 4 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Adage Capital Advisors, L.L.C. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37185Y203 13G Page 5 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert Atchinson - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37185Y203 13G Page 6 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Phillip Gross - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (see Item 4) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37185Y203 13G Page 7 of 13 Pages Item 1(a). Name of Issuer: The name of the issuer is Geneva Acquisition Corporation (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at One Boston Place, Suite 3630, Boston, MA 02108 Item 2(a). Name of Person Filing: This statement is filed by: (i) Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of Common Stock beneficially owned by it; (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the shares of Common Stock beneficially owned by ACP; (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock beneficially owned by ACP; (iv) Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock beneficially owned by ACP; and (v) Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock beneficially owned by ACP. The foregoing persons are hereinafter collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. Item 2(c). Citizenship: ACP is a limited partnership organized under the laws of the State of Delaware. ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States. Item 2(d). Title of Class of Securities: Common Stock CUSIP No. 37185Y203 13G Page 8 of 13 Pages Item 2(e). CUSIP Number: 37185Y203 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 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 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. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C. (a) Amount beneficially owned: 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (b) Percent of class: 18.1% The percentages used herein and in the rest of Item 4 are calculated based upon (i) the 14,000,000 shares of Common Stock issued and outstanding on November 14, 2007 as reflected in the Company's Form 10-Q For the quarterly period ended September 30, 2007 filed on November 14, 2007 and (ii) 1,922,000 shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such shares may be obtained and beneficially owned upon exercise within 60 days of derivative securities currently owned by the Reporting Persons. Pursuant to CUSIP No. 37185Y203 13G Page 9 of 13 Pages Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Common Stock assumes that each other shareholder of the Company does not exercise herein within 60 days. (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it (in the case of shares of Common Stock purchased upon the exercise of any of the Warrants or currently owned directly by ACP), which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA owns directly any of the Warrants or any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ACPGP and ACA may be deemed to own beneficially the shares of Common Stock beneficially owned by ACP. B. Robert Atchinson and Phillip Gross (a) Amount beneficially owned: 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (b) Percent of class: 18.1% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 961,000 shares of Common Stock Warrants to purchase 1,922,000 shares of Common Stock Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP (in the case of shares of Common Stock purchased upon exercise of any of the Warrants or currently owned directly by ACP). Neither Mr. Atchinson nor Mr. Gross directly owns any of the Warrants, any of the shares of Preferred Stock or any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by ACP. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. CUSIP No. 37185Y203 13G Page 10 of 13 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person. ACPGP, the general partner of ACP, has the power to direct the affairs of ACP, including decisions respecting the disposition of the proceeds from the sale of any of the Warrants or any shares of Common Stock. Messrs. Atchinson and Gross are the Managing Members of ACA, the managing member of ACPGP, and in that capacity direct ACPGP's operations. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by 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. Item 10. Certification. Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person 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. CUSIP No. 37185Y203 13G Page 11 of 13 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: March 17, 2008 ADAGE CAPITAL PARTNERS, L.P. By: Adage Capital Partners GP, L.L.C., its general partner By: Adage Capital Advisors, L.L.C., its managing member /s/ Robert Atchinson ------------------------------ Name: Robert Atchinson Title: Managing Member ADAGE CAPITAL PARTNERS GP, L.L.C. By: Adage Capital Advisors, L.L.C., its managing member /s/ Robert Atchinson ------------------------------ Name: Robert Atchinson Title: Managing Member ADAGE CAPITAL ADVISORS, L.L.C. /s/ Robert Atchinson ------------------------------ Name: Robert Atchinson Title: Managing Member ROBERT ATCHINSON /s/ Robert Atchinson ------------------------------ ROBERT ATCHINSON, individually PHILLIP GROSS /s/ Phillip Gross ------------------------------ PHILLIP GROSS, individually CUSIP No. 37185Y203 13G Page 12 of 13 Pages EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: March 17, 2008 ADAGE CAPITAL PARTNERS, L.P. By: Adage Capital Partners GP, L.L.C., its general partner By: Adage Capital Advisors, L.L.C., its managing member /s/ Robert Atchinson ------------------------------ Name: Robert Atchinson Title: Managing Member ADAGE CAPITAL PARTNERS GP, L.L.C. By: Adage Capital Advisors, L.L.C., its managing member /s/ Robert Atchinson ------------------------------ Name: Robert Atchinson Title: Managing Member ADAGE CAPITAL ADVISORS, L.L.C. /s/ Robert Atchinson ------------------------------ Name: Robert Atchinson Title: Managing Member CUSIP No. 37185Y203 13G Page 13 of 13 Pages ROBERT ATCHINSON /s/ Robert Atchinson ------------------------------ ROBERT ATCHINSON, individually PHILLIP GROSS /s/ Phillip Gross ------------------------------ PHILLIP GROSS, individually -----END PRIVACY-ENHANCED MESSAGE-----