SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. #_1_) Giga Information Group, Inc. (Name of Issuer) Common Shares, $.001 par value (Title of Class of Securities) 37517M109 (CUSIP Number) Pequot Capital Management, Inc., 500 Nyala Farm Road Westport, CT 06880 Attn: Peter G. Streinger 203/429-2200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 12, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement __. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). SCHEDULE 13D -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pequot Capital Management, Inc. 06-1524885 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) (b) -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00 -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION CONNECTICUT -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 411,431 ------------------------------------------------------------ NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 REPORTING ------------------------------------------------------------ PERSON WITH 9. SOLE DISPOSITIVE POWER 411,431 ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 411,431 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.78% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IA -------------------------------------------------------------------------------- Item 1. Security and Issuer This Statement relates to the Common Stock, $.001 par value (the "Shares"), of Giga Information Group, Inc. (the "Company"), a Delaware corporation. The Company's principal executive office is located at 139 Main Street, Cambridge, MA 02142. Item 2. Identity and Background This statement is being filed on behalf of Pequot Capital Management, Inc., a Connecticut corporation (the "Reporting Person"). The principal business of the Reporting Person, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain managed accounts. The executive officers of the Reporting Person are Messrs. Arthur J. Samberg, Daniel C. Benton and Kevin E. O'Brien, the directors of the Reporting Person are Messrs. Samberg, Benton and Kevin E. O'Brien, and the controlling shareholders are Messrs. Samberg and Benton (collectively, the "Executive Officers, Directors and Controlling Persons"). The business address of the Reporting Person and the Executive Officers, Directors and Controlling Persons is 500 Nyala Farm Road, Westport, CT 06880. Neither of the Reporting Person nor the Executive Officers, Directors and Controlling Persons have, during the last five years, been convicted in criminal proceeding (excluding traffic violations or similar misdemeanors). Neither of the Reporting Person nor the Executive Officers, Directors and Controlling Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Each of the Executive Officers, Directors and the Controlling Persons are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, under rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Person is deemed to be the beneficial owner of four warrant agreements which, if exercised, represents 411,431 of the Company's Shares. Item 4. Purpose of Transaction In the transactions which are the subject of this filing, the Reporting Person sold 9,500 Shares on 4/9/01, 1,000 Shares on 4/10/01, 2,000 Shares on 4/11/01 and 749,406 Shares on 4/12/01. The sale and distribution of the Shares described herein was made in the ordinary course of the Reporting Person's investment activities. The Reporting Person reserves the right to purchase additional Shares or to dispose of further Shares in the open market or in privately negotiated transactions or in any other lawful manner in the future. Item 5. Interest in Securities of the Issuer As of the date hereof, the Reporting Person beneficially owns four warrant agreements, which in the aggregate represent 411,431 Shares. These Shares represent approximately 3.78% of the 10,897,192 Shares that the Reporting Person believes are outstanding if the warrants were exercised/converted into Shares. The Reporting Person has the sole power to vote, direct the vote, dispose and direct the disposition of all of the Shares. The Reporting Person is also filing this amendment pursuant to Section 13d-2(c). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. After a reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. April 19, 2001 Pequot Capital Management, Inc. _________________________ By:/s/ Peter G. Streinger Chief Financial Officer