Filed by Bowne Pure Compliance
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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. 1)*
ACCESS
INTEGRATION TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
00439108
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o 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).
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NAMES OF REPORTING PERSONS
MAGNETAR CAPITAL PARTNERS LP |
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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) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% based on 26,832,651 shares outstanding as of November 6, 2008. |
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TYPE OF REPORTING PERSON |
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HC; OO |
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NAMES OF REPORTING PERSONS
SUPERNOVA MANAGEMENT LLC |
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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) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% based on 26,832,651 shares outstanding as of November 6, 2008. |
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TYPE OF REPORTING PERSON |
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HC; OO |
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NAMES OF REPORTING PERSONS
ALEC N. LITOWITZ |
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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) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% based on 26,832,651 shares outstanding as of November 6, 2008. |
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TYPE OF REPORTING PERSON |
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HC |
SCHEDULE 13G/A
Item 1(a) Name of Issuer.
Access Integrated Technologies, Inc. (the “Issuer”)
Item 1(b) Address of Issuer’s Principal Executive Offices.
55 Madison Avenue, Suite 3000, Morristown, New Jersey 07960
Item 2(a) Name of Person Filing.
This statement is filed on behalf of each of the following person
(collectively, the “Reporting Persons”):
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i) |
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Magnetar Capital Partners LP (Magnetar Capital Partners”); |
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ii) |
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Supernova Management LLC (“Supernova Management”); and |
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iii) |
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Alec N. Litowitz (“Mr. Litowitz”). |
This Statement relates to Shares (as defined herein) held for the account of Manager Capital
Master Fund, Ltd, a Cayman Islands exempted company (“Magnetar Capital Master Fund”). Magnetar
Capital Partners serves as the sole member and parent holding company of Magnetar Financial.
Magnetar Financial is a registered investment adviser under Section 203 of the Investment Advisers
Act of 1940, as amended. Magnetar Financial serves as investment adviser to Magnetar Capital
Master Fund. In such capacity, Magnetar Financial exercises voting and investment power over the
Shares held for the account of Magnetar Capital Master Fund. Supernova Management is the general
partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.
Item 2(b) Address of Principal Business Office.
The address of the principal business office of each of Magnetar Capital Partners, Supernova
Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois
60201.
Item 2(c) Place of Organization.
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i) |
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Magnetar Capital Partners is a Delaware limited partnership; |
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ii) |
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Supernova Management is a Delaware limited liability company;
and |
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Mr. Litowitz is a citizen of the United States of America. |
Item 2(d) Title of Class of Securities.
Common Stock, $0.001 par value per share (the “Shares”)
Item 2(e) CUSIP Number.
913201109
Item 3 Reporting Person.
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
(d) o Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C 80a-8);
(e)
þ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) o 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) o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Item 4 Ownership.
Item 4(a) Amount Beneficially Owned:
As of December 31, 2008, each of Magnetar Capital Partners, Supernova Management and Mr.
Litowitz may be deemed to be the beneficial owner of 0 Shares.
Item 4(b) Percent of Class:
The number of Shares of which each of Magnetar Capital Partners, Supernova Management and Mr.
Litowitz may be deemed to be the beneficial owner constitutes 0% the total number of Shares
outstanding (based upon information provided by the Issuer in its most recently filed registration
statement on Form 10-Q filed on November 7, 2008, there were approximately 26,832,651 shares as of
November 6, 2008).
Item4(c) Number of Shares of which such person has:
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
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(i) |
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Sole power to vote or to direct the vote: 0 |
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(ii) |
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Shared power to vote or to direct the vote : 0 |
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(iii) |
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Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
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Shared power to dispose or to direct the disposition of: 0 |
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 5 percent of the class of securities,
check the following þ.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
See disclosure Item 2.
Item 8 Identification and Classification of Members of the Group.
This Item 8 is not applicable.
Item 9 Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10 Certification.
By signing below the Reporting Persons certifies that, to the best of their knowledge and
belief, the securities referred to above were acquired and are held in the ordinary course of
business and 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.
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.
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| Date: February 17, 2009 |
MAGNETAR CAPITAL PARTNERS LP
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By: |
/s/ Alec N. Litowitz
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Name: |
Alec N. Litowitz |
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Title: |
Manager of Supernova Management LLC, the General
Partner of Magnetar Capital Partners LP |
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| Date: February 17, 2009 |
SUPERNOVA MANAGEMENT LLC
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By: |
/s/ Alec N. Litowitz
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Name: |
Alec N. Litowitz |
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Title: |
Manager |
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| Date: February 17, 2009 |
/s/ Alec N. Litowitz
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Alec N. Litowitz |
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EXHIBIT INDEX
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| Ex. |
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Joint Filing Agreement, dated February 17, 2009 by and among
Magnetar Capital Partners LP, Supernova Management LLC, and
Alec N. Litowitz...... |