1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Ionic Capital Partners LP
|
2
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
o
|
|
(b)
o
|
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
853,075
Refer to Item 4 below.
|
7 Sole Dispositive Power
-0-
|
8 Shared Dispositive Power
853,075
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
853,075
Refer to Item 4 below.
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
o
N/A
|
|
11
|
Percent of Class Represented by Amount in Row
(9)*
8.7%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO - Limited Partnership
|
|
|
|
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Ionic Capital Management LLC
|
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
o
|
|
(b)
o
|
|
SEC Use Only
|
|
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
853,075
Refer to Item 4 below.
|
7 Sole Dispositive Power
-0-
|
8 Shared Dispositive Power
853,075
Refer to Item 4 below.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
853,075
Refer to Item 4 below.
|
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
o
N/A
|
|
Percent of Class Represented by Amount in Row
(9)*
8.7%
Refer to Item 4 below.
|
|
Type of Reporting Person (See Instructions)
OO - Limited Liability Company
|
|
|
|
|
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Ionic Capital Master Fund Ltd.
|
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
o
|
|
(b)
o
|
|
SEC Use Only
|
|
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
503,299
Refer to Item 4 below.
|
7 Sole Dispositive Power
-0-
|
8 Shared Dispositive Power
503,299
Refer to Item 4 below.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
5.2%
Refer to Item 4 below.
|
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
o
N/A
|
|
Percent of Class Represented by Amount in Row
(9)*
5.2%
Refer to Item 4 below.
|
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
Item
1.
(a)
|
Name of Issuer
|
|
Millennium India Acquisition Company Inc.
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(b)
|
Address of Issuer's Principal Executive
Offices
|
|
330 East 38th Street, Suite 40H, New York, New York
10016
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Item
2.
(a)
|
Name of Person Filing
|
|
Ionic Capital Partners LP
Ionic Capital Management LLC
Ionic Capital Master Fund Ltd.
|
(b)
|
Address of Principal Business Office or, if none,
Residence
|
|
Ionic Capital Partners LP
Ionic Capital Management LLC
366 Madison Avenue, 9th Floor, New York, New York
10017
Ionic Capital Master Fund Ltd.
Walkers SPV Limited, Walker House, 87 Mary Street,
George Town
Grand Cayman KY1-9002, Cayman Islands
|
(c)
|
Place of Organization
|
|
Ionic Capital Partners LP – Delaware
Ionic Capital Management LLC – Delaware
Ionic Capital Master Fund Ltd. – Cayman
Islands
|
(d)
|
Title of Class of Securities
|
|
Common Stock, par value $0.0001 per share
|
(e)
|
CUSIP Number
|
|
60039Q101
|
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)
|
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
|
(d)
|
o
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Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
|
(e)
|
o
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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
|
Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
|
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**
|
|
Ionic Capital Partners LP – 853,075
shares
Ionic Capital Management LLC – 853,075
shares
Ionic Capital Master Fund Ltd. – 503,299
shares
|
(b)
|
Percent of Class
|
|
Ionic Capital Partners LP – 8.7%
Ionic Capital Management LLC – 8.7%
Ionic Capital Master Fund Ltd. – 5.2%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote
|
|
|
Ionic Capital Partners LP – 0 shares
Ionic Capital Management LLC – 0 shares
Ionic Capital Master Fund Ltd. – 0
shares
|
|
(ii)
|
shared power to vote or to direct the vote
|
|
|
Ionic Capital Partners LP – 853,075
shares
Ionic Capital Management LLC – 853,075
shares
Ionic Capital Master Fund Ltd. – 503,299
shares
|
|
(iii)
|
sole power to dispose or to direct the disposition
of
|
|
|
Ionic Capital Partners LP – 0 shares
Ionic Capital Management LLC – 0 shares
Ionic Capital Master Fund Ltd. – 0
shares
|
|
(iv)
|
shared power to dispose or to direct the disposition
of
|
|
|
Ionic Capital Partners LP – 853,075
shares
Ionic Capital Management LLC – 853,075
shares
Ionic Capital Master Fund Ltd. – 503,299
shares
|
** Shares reported for Ionic Capital Master Fund Ltd. consist of 270,000
shares of common stock and presently exercisable warrants to acquire 233,299 shares of
common stock. Shares reported for Ionic Capital Partners LP reflect an aggregate of
540,000 shares of common stock and presently exercisable warrants to acquire an
aggregate of 313,075 shares of common stock, which are held of record by private
investment funds, including Ionic Capital Master Fund Ltd., of which Ionic Capital
Partners LP is the investment advisor. Ionic Capital Partners LP has voting and
investment control over such shares, but disclaims beneficial ownership of the shares
reported herein except to the extent of its pecuniary interest therein. Shares reported
for Ionic Capital Management LLC reflect shares reported for Ionic Capital Partners LP,
of which Ionic Capital Management LLC is the general partner, and in such capacity may
be deemed to have voting and investment control over such shares. Ionic Capital
Management LLC disclaims beneficial ownership of all such shares except to the extent
of its pecuniary interest therein.
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
o
.
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.
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.
January
25, 2008
IONIC CAPITAL PARTNERS LP
|
|
By: Ionic Capital Management LLC, its General
Partner
|
|
|
By:
/s/ John C.
Richardson
|
John C. Richardson
General Counsel
|
|
|
IONIC CAPITAL MANAGEMENT LLC
|
|
|
By:
/s/ John C.
Richardson
|
John C. Richardson
|
General Counsel
|
|
|
IONIC CAPITAL MASTER FUND LTD.
|
|
By: Ionic Capital Partners LP, its Investment
Advisor
|
By: Ionic Capital Management LLC, its General
Partner
|
|
|
By:
/s/ John C.
Richardson
|
John C. Richardson
General Counsel
|
|
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of January 25, 2008, is by and
among Ionic Capital Partners LP, Ionic Capital Management LLC and Ionic Capital Master
Fund Ltd. (the foregoing are collectively referred to herein as the "Ionic
Filers").
Each of the Ionic Filers may be required to file with the United States
Securities and Exchange Commission a statement on Schedule 13G and/or Schedule 13D with
respect to shares of common stock, par value $0.0001 per share, of Millennium India
Acquisition Company Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13d-1(k) promulgated under the
Securities Exchange Act of 1934, as amended, the Ionic Filers hereby agree to file a
single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of
each of such parties, and hereby further agree to file this Joint Filing Agreement as
an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Ionic Filers
upon one week's prior written notice to the other parties or such lesser period of
notice as the Ionic Filers may agree.
|
Executed and delivered as of the date first above
written.
|
IONIC CAPITAL PARTNERS LP
|
|
By: Ionic Capital Management LLC, its General
Partner
|
|
|
By:
/s/ John C.
Richardson
|
John C. Richardson
General Counsel
|
|
|
IONIC CAPITAL MANAGEMENT LLC
|
|
|
By:
/s/ John C.
Richardson
|
John C. Richardson
|
General Counsel
|
|
|
IONIC CAPITAL MASTER FUND LTD.
|
|
By: Ionic Capital Partners LP, its Investment
Advisor
|
By: Ionic Capital Management LLC, its General
Partner
|
|
|
By:
/s/ John C.
Richardson
|
John C. Richardson
|
General Counsel
|