SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d
(Amendment No.3)*
Aether Holdings, Inc. (f/k/a Aether Systems, Inc.)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00808V105
(CUSIP Number)
December 31, 2005
(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 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
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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
7,302,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,302,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6%
12. TYPE OF REPORTING PERSON*
CO
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
7,302,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,302,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6%
12. TYPE OF REPORTING PERSON*
IA
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas M. Maounis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
7,302,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,302,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6%
12. TYPE OF REPORTING PERSON*
IN, HC
This statement is filed with respect to the shares of common stock, having $.01
par value (the "Common Stock") of Aether Systems, Inc. (f/k/a Aether Systems,
Inc.) (the "Issuer") beneficially owned by Amaranth LLC, a Cayman Islands
exempted company, Amaranth Advisors L.L.C. and Nicholas M. Maounis
(collectively, the "Reporting Persons") as of February 3, 2006 and amends and
supplements the Schedule 13G filed October 4, 2004, as previously amended
(collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G
is unmodified.
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
7,302,500
(b) Percent of class:
16.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a).
(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 4(a).
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: February 3, 2006
AMARANTH LLC,
by Amaranth Advisors L.L.C., as Trading Advisor
By: /s/ Karl Wachter
----------------
Karl Wachter, Vice President
AMARANTH ADVISORS L.L.C.
By: /s/ Karl Wachter
----------------
Karl Wachter, Vice President
NICHOLAS M. MAOUNIS
/s/ Karl Wachter
----------------
Karl Wachter by Power of Attorney for Nicholas M. Maounis
EXHIBIT A
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Karl Wachter and
Charles H. Winkler as the undersigned's true and lawful authorized
representative, attorney-in-fact and agent, each with the power individually to
execute for and on behalf of the undersigned and to file with and deliver to the
United States Securities and Exchange Commission and any other authority or
party required or entitled to receive the same: (a) any Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D
or Schedule 13G, and any amendments thereto, on behalf of the undersigned in
accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
The undersigned also hereby grants to each such attorney-in-fact the full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 or Section 13 or any
other provision of the 1934 Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms 3, 4 or 5, or Schedules 13D
or 13G, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of March 12, 2004.
/s/ Nicholas M. Maounis
-----------------------
Nicholas M. Maounis