Geneva Acquisition Corp - Initial Statement of Beneficial Ownership (3)
17 Marzo 2008 - 3:18PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
January 31, 2008
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ADAGE CAPITAL PARTNERS LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/12/2008
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3. Issuer Name
and
Ticker or Trading Symbol
GENEVA ACQUISITION CORP [GAC]
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(Last)
(First)
(Middle)
200 CLARENDON STREET, 52ND FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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961000
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I
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See FN
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants (Right to Purchase)
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2/12/2008
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2/16/2011
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Common Stock
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1922000
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$5.00
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I
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See FN
(1)
(2)
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Explanation of Responses:
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(
1)
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The Shares of Common Stock and Warrants to which this note relates are held directly by Adage Capital Partners, L.P., a
Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company
("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially
owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of
ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and
general partners of the Fund. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported
securities except to the extent of their pecuniary interest therein.
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(
2)
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Each Warrant to which this note relates entitles the holder to purchase one share of Common Stock at a price of $5.00.
Each Warrant became exercisable on February 12, 2008. Each Warrant expires on February 16, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ADAGE CAPITAL PARTNERS LP
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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ADAGE CAPITAL PARTNERS GP LLC
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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Adage Capital Advisors, L.L.C.
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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Atchinson Robert
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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Gross Phillip
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA 02116
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X
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Signatures
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/s/Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
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3/17/2008
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**
Signature of Reporting Person
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Date
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/s/Adage Capital Partners, GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
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3/17/2008
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**
Signature of Reporting Person
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Date
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/s/Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
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3/17/2008
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**
Signature of Reporting Person
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Date
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/s/Robert Atchinson
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3/17/2008
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**
Signature of Reporting Person
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Date
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/s/Phillip Gross
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3/17/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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