-----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, FfY0m97fodYIQiDhJGRLH6F+KPrFOTGQMyi5Bxz/ShfZx30qA/nqKAogTL1IYY47 jMvTtmp6d7AfEq2mVq4HzQ== 0000905148-07-005924.txt : 20070905 0000905148-07-005924.hdr.sgml : 20070905 20070905161331 ACCESSION NUMBER: 0000905148-07-005924 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070823 FILED AS OF DATE: 20070905 DATE AS OF CHANGE: 20070905 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 180 Connect Inc. CENTRAL INDEX KEY: 0001323639 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202650200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18 W. 18TH STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 914-806-2307 MAIL ADDRESS: STREET 1: 18 W. 18TH STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: Ad.Venture Partners, Inc. DATE OF NAME CHANGE: 20050413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Litowitz Alec N CENTRAL INDEX KEY: 0001368027 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33670 FILM NUMBER: 071100106 BUSINESS ADDRESS: BUSINESS PHONE: (847) 905-4400 MAIL ADDRESS: STREET 1: C/O MAGNETAR FINANCIAL LLC STREET 2: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Supernova Management LLC CENTRAL INDEX KEY: 0001368026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33670 FILM NUMBER: 071100107 BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847) 905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magnetar Capital Partners LP CENTRAL INDEX KEY: 0001353085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33670 FILM NUMBER: 071100108 BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847)905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 FORMER NAME: FORMER CONFORMED NAME: Magnetar Capital Partners LLC DATE OF NAME CHANGE: 20060213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magnetar Financial LLC CENTRAL INDEX KEY: 0001352851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33670 FILM NUMBER: 071100109 BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847)905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 3 1 efc7-2227_ex.xml X0202 3 2007-08-23 0 0001323639 180 Connect Inc. CNCT 0001353085 Magnetar Capital Partners LP 1603 ORRINGTON AVE. 13TH FLOOR EVANSTON IL 60201 0 0 1 0 0001368026 Supernova Management LLC 1603 ORRINGTON AVENUE, 13TH FLOOR EVANSTON IL 60201 0 0 1 0 0001352851 Magnetar Financial LLC 1603 ORRINGTON AVE. 13TH FLOOR EVANSTON IL 60201 0 0 1 0 0001368027 Litowitz Alec N C/O MAGNETAR FINANCIAL LLC 1603 ORRINGTON AVENUE, 13TH FLOOR EVANSTON IL 60201 0 0 1 0 Common Stock 1008100 I See Footnote Warrants 5.00 2010-08-25 Common Stock 290000 I See Footnote Right to Acquire Common Stock 160000 I See Footnote These shares of the Issuer's common stock, par value $0.0001 per share ("Shares"), are held for the account of Magnetar Capital Master Fund Ltd, a Cayman Islands exempted company. Magnetar Financial LLC, a Delaware limited liability company, serves as investment adviser to Magnetar Capital Master Fund Ltd. In such capacity, Magnetar Financial LLC exercises voting and investment power over the Shares held for the account of Magnetar Capital Master Fund Ltd. Magnetar Financial LLC is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Capital Partners LP, a Delaware limited partnership, serves as the sole member and parent holding company of Magnetar Financial LLC. Supernova Management LLC, a Delaware limited liability company, is the general partner of Magnetar Capital Partners LP. The manager of Supernova Management LLC is Alec N. Litowitz, a citizen of the United States of America. As described in Item 4 of the Schedule 13D filed with the SEC on September 5, 2007 by the Reporting Persons, written agreements evidencing the commitment described therein have not been provided to Magnetar Capital Master Fund Ltd as of September 5, 2007. The date exercisable and the exercise price are unknown. * This filing is being made on a protective basis due to the events described in Item 4 of the Schedule 13D filed with the SEC on September 5, 2007 by the Reporting Persons. Each of the Reporting Persons expressly disclaims that they are part of any 10% "group" with any other person or entity within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and the Reporting Persons further expressly disclaim that this filing is required to be made. The Reporting Persons expressly disclaim beneficial ownership of any securities reported in this filing, except to the extent of any pecuniary interest therein. /s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP 2007-09-05 /s/ Alec N. Litowitz, as Manager of Supernova Management LLC 2007-09-05 /s/ Alec N. Litowitz 2007-09-05 /s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP, as Sole Member of Magnetar Financial LLC 2007-09-05 -----END PRIVACY-ENHANCED MESSAGE-----