Churchill Ventures Ltd - Amended Statement of Ownership (SC 13G/A)
February 01 2008 - 12:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Churchill Ventures Ltd.
Common Stock, $0.001 par value per share
|
(Title of Class of Securities)
|
17157P109
December 31, 2007
|
(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)
*
|
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 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. 17157P109
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Financial LP
11-3694008
|
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
|
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
1,302,700 shares of common stock
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
1,302,700 shares of common stock
|
|
|
|
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,302,700 shares of common stock
|
|
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
¨
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
7.85%
|
|
|
12.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
|
CUSIP No. 17157P109
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Financial GP LLC
11-3694007
|
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
|
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
1,302,700 shares of common stock
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
1,302,700 shares of common stock
|
|
|
|
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,302,700 shares of common stock
|
|
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
¨
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
7.85%
|
|
|
12.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
|
CUSIP No. 17157P109
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Fund LP
98-0415217
|
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
|
3.
|
|
SEC Use Only
|
|
|
4.
|
|
Citizenship or Place of Organization
Cayman Islands
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5. Sole Voting Power
0
|
|
6. Shared Voting Power
1,028,590 shares of common stock
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
1,028,590 shares of common stock
|
|
|
|
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,028,590 shares of common stock
|
|
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
¨
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
6.20%
|
|
|
12.
|
|
Type of Reporting Person (See Instructions)
PN
|
|
|
CUSIP No. 17157P109
|
|
|
|
|
1.
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Associates GP LLC
01-0798253
|
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
|
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
1,144,187 shares of common stock
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
1,144,187 shares of common stock
|
|
|
|
|
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,144,187 shares of common stock
|
|
|
10.
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
¨
|
11.
|
|
Percent of Class Represented by Amount in Row (9)
6.89%
|
|
|
12.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1(a).
|
|
|
|
Name of Issuer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Churchill Ventures Ltd. (the Issuer)
|
|
|
|
|
|
|
|
|
|
Item 1(b).
|
|
|
|
Address of Issuers Principal Executive Offices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The address of the Issuers principal executive offices is:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 Revolutionary Road, Scarborough, New York 10510, United States
|
|
|
|
|
|
|
|
|
|
Item 2(a).
|
|
|
|
Name of Person Filing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2(b).
|
|
|
|
Address of Principal Business Office or, if none, Residence
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2(c).
|
|
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVT Financial GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVT Fund LP
Walkers SPV, Walkers House
Mary Street
George Town, Grand Cayman, KY1 9001 Cayman Islands
Cayman Islands Limited Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVT Associates GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
|
|
Item 2(d).
|
|
|
|
Title of Class of Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value per share (the Common Stock).
|
|
|
|
|
|
|
|
|
|
Item 2(e).
|
|
|
|
CUSIP Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The CUSIP number of the Common Stock is 17157P109.
|
|
|
|
|
|
|
|
Item 3.
|
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
|
|
|
|
|
|
(a)
|
|
¨
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
(b)
|
|
¨
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
(c)
|
|
¨
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
(d)
|
|
¨
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
(e)
|
|
¨
|
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
(f)
|
|
¨
|
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
(g)
|
|
¨
|
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
(h)
|
|
¨
|
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
|
(i)
|
|
¨
|
|
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)
|
|
¨
|
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
|
|
|
|
|
|
Item 4.
|
|
Ownership.
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Amount beneficially owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QVT Financial LP (QVT Financial) is the investment manager for QVT Fund LP (the Fund), which beneficially owns
1,028,590 shares of Common Stock, and for Quintessence Fund L.P. (Quintessence), which beneficially owns 115,597 shares of Common Stock. QVT Financial is also the investment manager for a separate discretionary account managed for
Deutsche Bank AG (the Separate Account), which holds 158,513 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by the Fund, Quintessence and the Separate Account. Accordingly,
QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,302,700 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence and the shares held in the Separate Account.
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the
same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Fund and Quintessence, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Fund and
Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 1,144,187 shares of Common Stock.
The Fund and the Separate Account also own warrants to purchase additional shares of Common Stock, which are not exercisable until the later of the Issuers
completion of a business combination and March 1, 2008. As of the date of this filing, there has been no report of the completion of a business combination.
Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of Common Stock owned by the Fund and the shares of Common Stock held in the
Separate Account. QVT Associates GP LLC disclaims beneficial ownership of all shares of Common Stock owned by the Fund, except to the extent of its pecuniary interest therein.
The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based
upon 16,597,400 shares of Common Stock outstanding, which is the total number of shares issued and outstanding reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Percent of class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Item 11 of the Cover Pages to this Schedule 13G.
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
|
Sole power to vote or to direct the vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii)
|
|
Shared power to vote or to direct the vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See item (a) above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(iii)
|
|
Sole power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(iv)
|
|
Shared power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See item (a) above.
|
|
|
|
|
|
|
|
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 five percent of the class of
securities, check the following
..
¨
.
|
|
|
|
|
|
|
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.
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
By signing below I certify that, to the best of my 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.
|
|
|
|
|
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: January 31, 2008
|
|
|
|
|
|
|
|
|
|
QVT FINANCIAL LP
|
|
|
|
QVT FUND LP
|
|
|
|
|
|
By
|
|
QVT Financial GP LLC,
|
|
|
|
By
|
|
QVT Associates GP LLC,
|
|
|
its General Partner
|
|
|
|
|
|
its General Partner
|
|
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
Name:
|
|
Oren Eisner
|
|
|
|
Name:
|
|
Oren Eisner
|
Title:
|
|
Authorized Signatory
|
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
QVT FINANCIAL GP LLC
|
|
|
|
QVT ASSOCIATES GP LLC
|
|
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
Name:
|
|
Oren Eisner
|
|
|
|
Name:
|
|
Oren Eisner
|
Title:
|
|
Authorized Signatory
|
|
|
|
Title:
|
|
Authorized Signatory
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned
shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
|
|
Dated: January 31, 2008
|
|
|
|
|
|
|
|
|
|
QVT FINANCIAL LP
|
|
|
|
QVT FUND LP
|
|
|
|
|
|
By
|
|
QVT Financial GP LLC,
|
|
|
|
By
|
|
QVT Associates GP LLC,
|
|
|
its General Partner
|
|
|
|
|
|
its General Partner
|
|
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
Name:
|
|
Oren Eisner
|
|
|
|
Name:
|
|
Oren Eisner
|
Title:
|
|
Authorized Signatory
|
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
QVT FINANCIAL GP LLC
|
|
|
|
QVT ASSOCIATES GP LLC
|
|
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
|
|
|
By:
|
|
/s/ Oren Eisner
|
Name:
|
|
Oren Eisner
|
|
|
|
Name:
|
|
Oren Eisner
|
Title:
|
|
Authorized Signatory
|
|
|
|
Title:
|
|
Authorized Signatory
|
Page 9 of 9 pages
Churchill Ventures Ltd (AMEX:CHV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Churchill Ventures Ltd (AMEX:CHV)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about Churchill Ventures Ltd (American Stock Exchange): 0 recent articles
More Churchill Ventures Ltd News Articles