0000902664-13-000804.txt : 20130214 0000902664-13-000804.hdr.sgml : 20130214 20130213214807 ACCESSION NUMBER: 0000902664-13-000804 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 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/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178672800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Viggle Inc. CENTRAL INDEX KEY: 0000725876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330637631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36516 FILM NUMBER: 13605921 BUSINESS ADDRESS: STREET 1: 150 FIFTH AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-231-0092 MAIL ADDRESS: STREET 1: 150 FIFTH AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: FUNCTION (X) INC. DATE OF NAME CHANGE: 20110216 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19980629 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 SC 13G/A 1 p13-0652sc13ga.htm VIGGLE, INC. p13-0652sc13ga.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Viggle Inc. (f/k/a Function(x) Inc.)
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
92672V105
(CUSIP Number)
 
December 31, 2012
(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 10 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 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. 92672V105
 
13G/A
Page 2 of 10 Pages



1
NAME OF REPORTING PERSON
Adage Capital Partners, L.P.
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
7,707,208 (see Item 4)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
7,707,208 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,707,208 (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)
10.01%
12
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No. 92672V105
 
13G/A
Page 3 of 10 Pages




1
NAME OF REPORTING PERSON
Adage Capital Partners GP, L.L.C.
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
7,707,208 (see Item 4)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
7,707,208 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,707,208 (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)
10.01%
12
TYPE OF REPORTING PERSON
OO


 

 
 
 
CUSIP No. 92672V105
 
13G/A
Page 4 of 10 Pages



1
NAME OF REPORTING PERSON
Adage Capital Advisors, L.L.C.
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
7,707,208 (see Item 4)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
7,707,208 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,707,208 (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)
10.01%
12
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No. 92672V105
 
13G/A
Page 5 of 10 Pages



1
NAME OF REPORTING PERSON
Robert Atchinson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
7,707,208 (see Item 4)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
7,707,208 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,707,208 (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)
10.01%
12
TYPE OF REPORTING PERSON
IN


 
 
 
CUSIP No. 92672V105
 
13G/A
Page 6 of 10 Pages



1
NAME OF REPORTING PERSON
Phillip Gross
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
7,707,208 (see Item 4)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
7,707,208 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,707,208 (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)
10.01%
12
TYPE OF REPORTING PERSON
IN


 
 
 
CUSIP No. 92672V105
 
13G/A
Page 7 of 10 Pages




Item 1 (a).
NAME OF ISSUER
 
The name of the issuer is Viggle Inc. (the “Company”).
   

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
 
The Company’s principal executive offices are located at 902 Broadway, 11th Floor, New York, NY 10010.
   

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 directly 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 directly 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 directly owned by ACP;
   
 
(iv)
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 directly owned by ACP; and
   
 
(v)
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 directly owned by ACP.
   
 
The foregoing persons are hereinafter sometimes 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 floo, 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.
   


 
 
 
CUSIP No. 92672V105
 
13G/A
Page 8 of 10 Pages



Item 2(d).
TITLE OF CLASS OF SECURITIES
 
Common Stock (the "Common Stock").
   

Item 2(e).
CUSIP NUMBER
 
92672V105
   

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)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:   __________________________
 
 
Not applicable.
   
 
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: 7,707,208 (includes 545,455 shares of Common Stock issuable upon exercise of warrants)
      (b) 
 
Percent of class: 10.01%. The percentages used herein and in the rest of Item 4 are calculated based upon the 76,470,041 shares of Common Stock issued and outstanding as of December 13, 2012 as reflected in the Company's Information Statement on Schedule 14C filed by the Company on December 26, 2012.
 
 
 
 
 
CUSIP No. 92672V105
 
13G/A
Page 9 of 10 Pages


 
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  7,707,208 (includes 545,455 shares of Common Stock issuable upon exercise of warrants)
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  7,707,208 (includes 545,455 shares of Common Stock issuable upon exercise of warrants)

ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own 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 beneficially own the shares owned by ACP.

 
B.
Robert Atchinson and Phillip Gross
     
(a)
Amount beneficially owned: 7,707,208 (includes 545,455 shares of Common Stock issuable upon exercise of warrants)
     
(b)
Percent of class:  10.01%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  7,707,208 (includes 545,455 shares of Common Stock issuable upon exercise of warrants)
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  7,707,208 (includes 545,455 shares of Common Stock issuable upon exercise of warrants)
Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP.  Neither Mr. Atchinson nor Mr. Gross directly own 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 beneficially owned by ACP.
  

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 BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
 
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 his or 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. 92672V105
 
13G/A
Page 10 of 10 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATE:  February 13, 2013

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