SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G
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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.         )*

 


TransTech Services Partners Inc.

 

(Name of Issuer)

 

 

Common Stock, $0.0001 par value per share

(such shares being part of Units)

 

(Title of Class of Securities)

 

 

89388R204 (Units)

 

(CUSIP Number)

 

 

May 23, 2007

 

(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)

* 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).


CUSIP No. 89388R204

 

  1.  

Names of Reporting Persons.

 

QVT Financial LP

 

I.R.S. Identification Nos. of above persons (entities only).

 

11-3694008

   
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  

(a)  ¨

(b)  x

  3.  

SEC Use Only

 

   
  4.  

Citizenship or Place of Organization

 

Delaware

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

 

 

  5.    Sole Voting Power

 

0

 

  6.    Shared Voting Power

 

250,000

 

  7.    Sole Dispositive Power

 

0

 

  8.    Shared Dispositive Power

 

250,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

250,000

   
10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

 

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

5.55%

   
12.  

Type of Reporting Person (See Instructions)

 

PN

   

 

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CUSIP No. 89388R204

 

  1.  

Names of Reporting Persons.

 

QVT Financial GP LLC

 

I.R.S. Identification Nos. of above persons (entities only).

 

11-3694007

   
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  

(a)  ¨

(b)  x

  3.  

SEC Use Only

 

   
  4.  

Citizenship or Place of Organization

 

Delaware

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

 

 

  5.    Sole Voting Power

 

0

 

  6.    Shared Voting Power

 

250,000

 

  7.    Sole Dispositive Power

 

0

 

  8.    Shared Dispositive Power

 

250,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

250,000

   
10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

 

 

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

5.55%

   
12.  

Type of Reporting Person (See Instructions)

 

OO

   

 

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Item 1(a). Name of Issuer

 

     TransTech Services Partners Inc. (the “Issuer”)

 

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

 

     The address of the Issuer’s principal executive offices is:

 

     445 Fifth Avenue, Suite 30H, New York, New York 10016, United States

 

Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office or, if none, Residence
Item 2(c). Citizenship

QVT Financial LP

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Partnership

QVT Financial GP LLC

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Liability Company

 

Item 2(d). Title of Class of Securities

 

     Common stock, $0.0001 par value per share (the “Common Stock”) and the related Units (defined below).

 

Item 2(e). CUSIP Number

 

     The CUSIP number of the Units, of which the Common Stock is a constituent part, is 89388R204.

 

Item 3. If this statement is filed pursuant to §§ 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 (15 U.S.C. 78o).

 

  (b)   ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

  (c)   ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

  (d)   ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

  (e)   ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

  (f)   ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

  (g)   ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

  (h)   ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

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  (i)   ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j)   ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

 

  (a)   Amount beneficially owned:

 

       As part of its initial public offering, the Issuer issued units (the “Units”) consisting of shares of Common Stock and warrants (the “Warrants”). Each Unit consists of one share of Common Stock and one Warrant, and each Warrant entitles the holder to purchase one share of Common Stock at a price of $5.00.

 

       QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”) and for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”). As a result of the acquisition of Units, the Fund beneficially owns 220,903 shares of Common Stock and the Separate Account holds 29,097 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 250,000 shares of Common Stock, consisting of the shares owned by the Fund and the shares held in the Separate Account.

 

       The Fund and the Separate Account own Warrants that are not exercisable until the later of the Issuer’s completion of a business combination and May 23, 2008. As of the date of this filing, there has been no report of the completion of a business combination.

 

       QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.

 

       Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of Common Stock owned by the Fund and the Separate Account.

 

  (b)   Percent of class:

 

         See Item 11 of the Cover Pages to this Schedule 13G.

 

  (c)   Number of shares as to which the person has:

 

    (i) Sole power to vote or to direct the vote

 

       0

 

    (ii) Shared power to vote or to direct the vote

 

       See item (a) above.

 

    (iii) Sole power to dispose or to direct the disposition of

 

       0

 

    (iv) Shared power to dispose or to direct the disposition of

 

       See item (a) above.

 

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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following….¨.

 

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 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

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.

 

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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.

Dated: May 30, 2007

 

QVT FINANCIAL LP

By QVT Financial GP LLC,

its General Partner

By:   /s/ Tracy Fu

Name:

  Tracy Fu

Title:

  Managing Member
By:   /s/ Lars Bader

Name:

  Lars Bader

Title:

  Managing Member
QVT FINANCIAL GP LLC
By:   /s/ Tracy Fu

Name:

  Tracy Fu

Title:

  Managing Member
By:   /s/ Lars Bader

Name:

  Lars Bader

Title:

  Managing Member

 

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EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: May 30, 2007

 

QVT FINANCIAL LP

By QVT Financial GP LLC,

its General Partner

By:   /s/ Tracy Fu

Name:

  Tracy Fu

Title:

  Managing Member
By:   /s/ Lars Bader

Name:

  Lars Bader

Title:

  Managing Member
QVT FINANCIAL GP LLC
By:   /s/ Tracy Fu

Name:

  Tracy Fu

Title:

  Managing Member
By:   /s/ Lars Bader

Name:

  Lars Bader

Title:

  Managing Member

 

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