rrd128069_144559.html

-----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, VUxPJoQKOxACYmVoLQdcIrR8pGGQGOK4FW/EHCDRcppb0iaPtwNAdh0HpXHkTzCF GEbAaV9LNxDIN4vUvJ8S0g== 0001181431-07-009008.txt : 20070206 0001181431-07-009008.hdr.sgml : 20070206 20070206211616 ACCESSION NUMBER: 0001181431-07-009008 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061129 FILED AS OF DATE: 20070206 DATE AS OF CHANGE: 20070206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JAMBA, INC. CENTRAL INDEX KEY: 0001316898 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 202122262 STATE OF INCORPORATION: DE FISCAL YEAR END: 0109 BUSINESS ADDRESS: STREET 1: 1700 17TH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 865-1100 MAIL ADDRESS: STREET 1: 1700 17TH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Services Acquisition Corp. International DATE OF NAME CHANGE: 20050207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Ridge Capital Offshore Holdings LLC CENTRAL INDEX KEY: 0001383403 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32552 FILM NUMBER: 07586071 BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-446-6200 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Ridge Offshore Master Limited Partnership CENTRAL INDEX KEY: 0001383404 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32552 FILM NUMBER: 07586072 BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-446-6200 MAIL ADDRESS: STREET 1: P.O.BOX 309GT STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Ridge Capital Holdings LLC CENTRAL INDEX KEY: 0001387368 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32552 FILM NUMBER: 07586073 BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-446-6200 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUE RIDGE LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001019207 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32552 FILM NUMBER: 07586074 BUSINESS ADDRESS: STREET 1: C/O BLUE RIDGE CAPITAL STREET 2: 660 MADISON AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2124466200 MAIL ADDRESS: STREET 1: C/O BLUE RIDGE CAPITAL STREET 2: 660 MADISON AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10021 3/A 1 rrd145464.xml FORM 3/A X0202 3/A 2006-11-29 2006-12-11 0 0001316898 JAMBA, INC. JMBA 0001019207 BLUE RIDGE LIMITED PARTNERSHIP 660 MADISON AVENUE 20TH FLOOR NEW YORK NY 10021 0 0 1 0 0001383404 Blue Ridge Offshore Master Limited Partnership P.O. BOX 309GT UGLAND HOUSE SOUTH CHURCH STREET, GEORGE TOWN, C I 0 0 1 0 0001387368 Blue Ridge Capital Holdings LLC 660 MADISON AVENUE 20TH FLOOR NEW YORK NY 10021 0 0 1 0 0001383403 Blue Ridge Capital Offshore Holdings LLC 660 MADISON AVENUE 20TH FLOOR NEW YORK NY 10021 0 0 1 0 Common Stock, par value $.001 per share 2988533 D Common Stock, par value $.001 per share 1834800 D Common Stock, par value $.001 per share 2988533 I See Footnotes Common Stock, par value $.001 per share 1834800 I See Footnotes Warrants to purchase Common Stock 6 2006-11-29 2009-06-28 Common Stock 923200 D Warrants to purchase Common Stock 6 2006-11-29 2009-06-28 Common Stock 566800 D Warrants to purchase Common Stock 6 2006-11-29 2009-06-28 Common Stock 923200 I See Footnotes Warrants to purchase Common Stock 6 2006-11-29 2009-06-28 Common Stock 566800 I See Footnotes The shares of the Issuer's Common Stock, par value $.001 per share (the "Shares") to which this filing relates are directly owned by Blue Ridge Limited Partnership, a New York limited partnership ("BRLP"), as to 2,988,533 Shares, and by Blue Ridge Offshore Master Limited Partnership, a Cayman Islands exempted limited partnership ("BROMLP"), as to 1,834,800 Shares. The holdings of BRLP and BROMLP and the related transactions are not new and were reported in footnotes (1) and (2) of the Form 3 filed by BRCH and BRCOH (as defined below) on December 11, 2006 (the "Original Form 3"). Such holdings are being reported by BRLP and BROMLP as the direct owners of such securities for clarification purposes and in order to have the securities listed under the owners of record. See footnotes (2) and (3) below. Blue Ridge Capital Holdings LLC, a New York limited liability company ("BRCH") is the general partner of BRLP, and has investment control and the power to direct the affairs of BRLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCH may be deemed to beneficially own such securities owned by BRLP for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). See also footnote (7) below. BRCH is filing this report under different system access codes. The holding of BRCH and the related transaction is not new or revised and Line 3 of Table I is being reported again in order to gain access to the filing system. Blue Ridge Capital Offshore Holdings LLC, a New York limited liability company ("BRCOH") is the general partner of BROMLP, and has the investment control and the power to direct the affairs of BROMLP including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCOH may be deemed to beneficially own such securities owned by BROMLP for purposes of Section 16. See also footnote (7) below. BRCOH is filing this report under different system access codes. The holding of BRCOH and the related transaction is not new or revised and Line 4 of Table I is being reported again in order to gain access to the filing system. The warrants to purchase Shares (the "Warrants") to which this filing relates are directly owned by BRLP, as to 923,200 Warrants, and by BROMLP, as to 566,800 Warrants. The holdings of BRLP and BROMLP and the related transactions are not new and were reported in footnotes (4) and (5) of the Original Form 3. Such holdings are being reported by BRLP and BROMLP as the direct owners of such securities for clarification purposes and in order to have the securities listed under the owners of record. See footnotes (5) and (6) below. The Warrants reported herein as indirectly beneficially owned by BRCH are directly owned by BRLP (923,200) (see footnote (4)). BRCH is the general partner of BRLP, and has investment control and the power to direct the affairs of BRLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCH may be deemed to beneficially own such securities owned by BRLP for purposes of Section 16. See also footnote (7) below. BRCH is filing this report under different system access codes. The holding of BRCH and the related transaction is not new or revised and Line 3 of Table II is being reported again in order to gain access to the filing system. The Warrants reported herein as indirectly beneficially owned by BRCOH are directly owned by BROMLP (566,800 Warrants) (see footnote (4)). BRCOH is the general partner of BROMLP, and has investment control and the power to direct the affairs of BROMLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason BRCOH may be deemed to beneficially own such securities owned by BROMLP for purposes of Section 16. See also footnote (7) below. BRCOH is filing this report under different system access codes. The holding of BRCOH and the related transaction is not new or revised and Line 4 of Table II is being reported again in order to gain access to the filing system. Each of BRCH and BRCOH disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that BRCH or BRCOH is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. This Form 3/A was originally filed on December 14, 2006 (the "December 14 Filing"). In order to ensure that the filing reflects BRCH's current access codes, BRCH has requested that the December 14 Filing be deleted, and it is herewith re-filing the Form 3/A with its current access codes in advance of such deletion. Other than this remark and the execution date hereof, no changes were made to the December 14 Filing. Exhibit List Exhibit 99 -- Joint Filer Information /s/ RICHARD S. BELLO, FOR BLUE RIDGE LIMITED PARTNERSHIP AS MANAGING DIRECTOR OF THE GENERAL PARTNER 2007-02-06 /s/ RICHARD S. BELLO, FOR BLUE RIDGE OFFSHORE MASTER LIMITED PARTNERSHIP AS MANAGING DIRECTOR OF THE GENERAL PARTNER 2007-02-06 /s/ RICHARD S. BELLO, FOR BLUE RIDGE CAPITAL HOLDINGS LLC AS MANAGING DIRECTOR 2007-02-06 /s/ RICHARD S. BELLO, FOR BLUE RIDGE CAPITAL OFFSHORE HOLDINGS LLC AS MANAGING DIRECTOR 2007-02-06 EX-99.1 2 rrd128069_144559.htm JOINT FILER INFORMATION rrd128069_144559.html

                     Exhibit 99 -- Joint Filer Information

Name:                      Blue Ridge Offshore Master Limited
                           Partnership

Address:                   P.O. Box 309GT
                           Ugland House, South Church Street
                           George Town, Grand Cayman, Cayman Islands

Designated Filer:          Blue Ridge Limited Partnership

Issuer and Ticker Symbol:  Jamba, Inc. (JMBA)

Date of Event Requiring
Statement:                 11/29/06

Signature:                 By:     Blue Ridge Capital Offshore Holdings LLC,
                                   as General Partner

                           By:     /s/ Richard S. Bello
                                   ------------------------
                           Name:   Richard S. Bello
                           Title:  Managing Director               02/06/07
                                                                   --------
                                                                   Date

Name:                      Blue Ridge Capital Holdings LLC

Address:                   660 Madison Avenue, 20th Floor
                           New York, NY 10021

Designated Filer:          Blue Ridge Limited Partnership

Issuer and Ticker Symbol:  Jamba, Inc. (JMBA)

Date of Event Requiring
Statement:                 11/29/06

Signature:
                           By:     /s/ Richard S. Bello            02/06/07
                                   ------------------------        --------
                           Name:   Richard S. Bello                Date
                           Title:  Managing Director

Name:                              Blue Ridge Capital Offshore Holdings LLC

Address:                           660 Madison Avenue, 20th Floor
                                   New York, NY 10021

Designated Filer:                  Blue Ridge Limited Partnership

Issuer and Ticker Symbol:          Jamba, Inc. (JMBA)

Date of Event Requiring Statement: 11/29/06

Signature:
                           By:     /s/ Richard S. Bello            02/06/07
                                   ------------------------        ----------
                           Name:   Richard S. Bello                Date
                           Title:  Managing Director

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