UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
180 Connect Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
682343108
(CUSIP Number of Class of Securities)
Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
With a copy to:
Peter H. Lieberman, Esq.
Todd A. Mazur, Esq.
Greenberg Traurig, LLP
77 W. Wacker Drive, Suite 2500
Chicago, Illinois 60601
(312) 456-8400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 18, 2008
(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
that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box.
o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No.
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682343108
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SCHEDULE 13D
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Page
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2
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of
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8
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1
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NAME OF REPORTING PERSON:
Magnetar Investment Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,034,295
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,034,295
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,034,295
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.4%
1
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14
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TYPE OF REPORTING PERSON
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IA; OO
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1
Based on 23,708,792 Shares issued and outstanding as of April 18, 2008, as disclosed in the Merger Agreement (as defined below) that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the Commission on April 21, 2008.
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CUSIP No.
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682343108
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SCHEDULE 13D
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Page
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3
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of
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8
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1
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NAME OF REPORTING PERSON:
Magnetar Capital Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,300,688
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,300,688
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,300,688
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.4%
2
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14
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TYPE OF REPORTING PERSON
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HC; OO
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2
Based on 23,708,792 Shares issued and outstanding as of April 18, 2008, as disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the Commission on April 21, 2008 plus 266,393 Shares issuable upon exercise of a warrant held by Magnetar Capital Master Fund, Ltd.
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CUSIP No.
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682343108
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SCHEDULE 13D
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Page
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4
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of
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8
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1
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NAME OF REPORTING PERSON:
Supernova Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,300,688
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,300,688
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,300,688
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.4%
3
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14
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TYPE OF REPORTING PERSON
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HC; OO
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3
Based on 23,708,792 Shares issued and outstanding as of April 18, 2008, as disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the Commission on April 21, 2008 plus 266,393 Shares issuable upon exercise of a warrant held by Magnetar Capital Master Fund, Ltd.
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CUSIP No.
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682343108
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SCHEDULE 13D
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Page
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5
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of
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8
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1
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NAME OF REPORTING PERSON:
Alec N. Litowitz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,300,688
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,300,688
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,300,688
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.4%
4
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14
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TYPE OF REPORTING PERSON
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HC; IN
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4
Based on 23,708,792 Shares issued and outstanding as of April 18, 2008, as disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the Commission on April 21, 2008 plus 266,393 Shares issuable upon exercise of a warrant held by Magnetar Capital Master Fund, Ltd.
SCHEDULE 13D
This Amendment No. 3 relates to the Statement of Beneficial Ownership on Schedule 13D
previously filed jointly by Magnetar Financial LLC, a Delaware limited liability company
(
Magnetar Financial
), Magnetar Capital Partners LP, a Delaware limited partnership
(
Magnetar Capital Partners
), Supernova Management LLC, a Delaware limited liability
company (
Supernova Management
), and Alec N. Litowitz (
Mr. Litowitz
) with the
Securities and Exchange Commission (the
Commission
) on September 5, 2007, as amended by
Amendment No. 1 thereto as filed with the Commission on November 16, 2007, and as further amended
by Amendment No. 2 thereto as filed with the Commission on March 10, 2008 (collectively, the
Schedule 13D
). As reported in Amendment No. 1, Magnetar Financial previously ceased to be
a Reporting Person. Pursuant to this Amendment No. 3, Magnetar Investment Management ceases to be a
Reporting Person.
All capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended to add the following information:
Schedule A to this Amendment No. 3 to the Schedule 13D reflects all transactions in the
securities of the Company since the filing of Amendment No. 2 to
the Schedule 13D through April 21, 2008. All funds used
to purchase the securities of the Company set forth on Schedule A attached hereto on behalf of the
Reporting Persons have come directly from the assets controlled by such Reporting Persons and their
affiliates, which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business. The aggregate amount of funds for the purchases reflected on Schedule
A attached hereto was approximately $11,500. These amounts are in addition to the amounts
previously reported.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to add the following information:
(a) (i) Magnetar Financial may be deemed to beneficially own 266,393 Shares issuable upon
exercise of the Warrant held for the account of Magnetar Capital Master Fund, and all such Shares
represent beneficial ownership of approximately 1.1% of the Shares, based on (i)
23,708,792 Shares issued and outstanding as of April 18, 2008, as disclosed in that
certain Agreement and Plan of Merger, dated as of April 18, 2008, by and among DirecTV Enterprises,
LLC, DTV HSP Merger Sub, Inc. and the Company (the
Merger Agreement
) that was filed as
Exhibit 2.1 to the Form 8-K filed by the Company with the Commission on April 21, 2008 plus (ii)
266,393 Shares issuable upon exercise of the Warrant.
(ii) Magnetar
Investment Management may be deemed to beneficially own 1,034,295 Shares. This
amount consists of: (A) 947,291 Shares held for the account of the Managed Accounts, (B) 3,545
Shares held for the account of Magnetar SGR Fund, Ltd. (
SGR Fund 1
) and (C) 83,459 Shares
held for the account of Magnetar SGR Fund, LP (
SGR Fund 2
), and all such Shares in the
aggregate represent beneficial ownership of approximately 4.4%
of the Shares, based on 23,708,792 Shares issued and outstanding as of April 18, 2008, as
disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the
Company with the Commission on April 21, 2008.
(iii) As a result of (i) and (ii) above, each of Magnetar Capital Partners, Supernova
Management and Mr. Litowitz may be deemed to beneficially own
1,300,688 Shares. This amount
consists of: (A) 266,393 Shares issuable upon exercise of the Warrant held for the account of
Magnetar Capital Master Fund, (B) 947,291 Shares held for the account of the Managed Accounts,
(C) 3,545 Shares held for the account of SGR Fund 1 and (D) 83,459 Shares held for the account of
SGR Fund 2, and all such Shares in the aggregate represent beneficial ownership of approximately
5.4% of the Shares, based on (i) 23,708,792 Shares issued and outstanding as of April 18, 2008, as
disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the
Company with the Commission on April 21, 2008 plus (ii) 266,393 Shares issuable upon exercise of
the Warrant.
(b) (i) Magnetar Financial may be deemed to share the power to vote and direct the disposition
of the 266,393 Shares issuable upon exercise of the Warrant held for the account of Magnetar
Capital Master Fund.
(ii) Magnetar Investment Management may be deemed to share the power to vote and direct the
disposition of the (A) 947,291 Shares held for the account of the Managed Accounts, (B) 3,545
Shares held for the account of SGR Fund 1 and (C) 83,459 Shares held for the account of SGR Fund 2.
(iii) As a result of (i) and (ii) above, each of Magnetar Capital Partners, Supernova
Management and Mr. Litowitz may be deemed to share the power to vote and direct the disposition of
1,300,688 Shares.
(c) Schedule A annexed hereto lists all transactions in the Companys securities since the
filing of Amendment No. 2 to the Schedule 13D through
April 21, 2008.
(e) Magnetar Investment Management ceased to be the beneficial owner of more than 5% of the
Shares on April 18, 2008.
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: April 22, 2008
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MAGNETAR INVESTMENT MANAGEMENT, LLC
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By:
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Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC,
the General Partner of Magnetar Capital
Partners LP
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MAGNETAR CAPITAL PARTNERS LP
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC,
the General Partner of Magnetar Capital
Partners LP
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SUPERNOVA MANAGEMENT LLC
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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SCHEDULE A
This schedule sets forth information with respect to each purchase and sale of Shares which
was effectuated on behalf of the Reporting Persons since the filing of Amendment No. 2 to the
Schedule 13D through April 21, 2008.
Purchase (Sale) of Shares effected by Magnetar Investment Management for the accounts of SGR Fund
1, SGR Fund 2 and the Managed Accounts
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Number of Shares
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Aggregate
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Date
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Purchased (Sold)
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Price Per Share($)
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Price($)
(1)
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03/25/2008
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(13,000
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)
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$
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1.16
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$
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15,080
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04/18/2008
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(987,869
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)
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$
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1.6733
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(2)
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$
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1,653,001.20
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(1)
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Excludes commissions and other execution-related costs.
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(2)
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Represents a weighted average sale price per share.
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Purchase (Sale) of Shares effected by Magnetar Investment Management for the account of the Managed
Accounts
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Number of Shares
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Aggregate
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Date
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Purchased (Sold)
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Price Per Share($)
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Price($)
(1)
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03/20/2008
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(7,700
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)
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$
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1.10
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$
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8,470
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03/24/2008
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(2,300
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)
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$
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1.10
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$
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2,530
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03/25/2008
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10,000
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$
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1.15
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$
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11,500
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04/21/2008
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(140,301
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)
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$
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1.69
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$
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237,108.69
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(1)
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Excludes commissions and other execution-related costs.
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Purchase (Sale) of Shares effected by Magnetar Financial for the account of Magnetar Capital Master
Fund
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Number of Shares
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Aggregate
|
Date
|
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Purchased (Sold)
|
|
Price Per Share($)
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Price($)
(1)
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04/18/2008
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(12,131
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)
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$
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1.6765
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(2)
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$
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20,337.62
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(1)
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Excludes commissions and other execution-related costs.
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(2)
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Represents a weighted average sale price per share.
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