UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
JAMBA, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
47023A101
(CUSIP Number)
JANUARY 1, 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 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 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 following pages
Page 1 of 20 Pages
Exhibit Index: Page 15
CUSIP NO. 47023A101 PAGE 2 OF 20 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS STRATEGIC PARTNERS LP
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
5 Sole Voting Power
Number of 2,666,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,666,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,666,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.14%
12 Type of Reporting Person (See Instructions)
PN
CUSIP NO. 47023A101 PAGE 3 OF 20 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SFM PARTICIPATION II, L.P.
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
5 Sole Voting Power
Number of 2,666,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,666,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,666,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.14%
12 Type of Reporting Person (See Instructions)
PN
CUSIP NO. 47023A101 PAGE 4 OF 20 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SFM AH LLC
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
5 Sole Voting Power
Number of 2,666,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,666,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,666,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.14%
12 Type of Reporting Person (See Instructions)
OO
CUSIP NO. 47023A101 PAGE 5 OF 20 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
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
5 Sole Voting Power
Number of 2,666,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,666,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,666,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.14%
12 Type of Reporting Person (See Instructions)
OO, IA
CUSIP NO. 47023A101 PAGE 6 OF 20 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS
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
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,666,667
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,666,667
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,666,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.14%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 47023A101 PAGE 7 OF 20 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ROBERT SOROS
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
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,666,667
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,666,667
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,666,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.14%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 47023A101 PAGE 8 OF 20 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JONATHAN SOROS
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
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,666,667
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,666,667
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,666,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.14%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 47023A101 PAGE 9 OF 20 PAGES
ITEM 1(A) NAME OF ISSUER: Jamba, Inc. (the "Issuer").
1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1700 17th Street
San Francisco, California 94103
ITEM 2(A) NAME OF PERSON FILING
The Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Soros Strategic Partners LP;
ii) SFM Participation II, L.P.;
iii) SFM AH LLC;
iv) Soros Fund Management LLC;
v) George Soros;
vi) Robert Soros; and
vii) Jonathan Soros.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the Reporting
Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
ITEM 2(C) CITIZENSHIP:
i) Soros Strategic Partners LP is a Delaware limited partnership;
ii) SFM Participation II, L.P. is a Delaware limited partnership;
iii) SFM AH LLC is a Delaware limited liability company;
iv) Soros Fund Management LLC is a Delaware limited liability
company;
v) George Soros is a United States citizen;
vi) Robert Soros is a United States citizen; and
vii) Jonathan Soros is a United States citizen.
CUSIP NO. 47023A101 PAGE 10 OF 20 PAGES
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share (the "Shares").
ITEM 2(E) CUSIP NUMBER:
47023A101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the date hereof, each of the Reporting Persons may be deemed to be
the beneficial owner of 2,666,667 Shares.
ITEM 4(B) PERCENT OF CLASS:
Each of the Reporting Persons may be deemed to be the beneficial owner of
approximately 5.14% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
SOROS STRATEGIC PARTNERS LP
(i) Sole power to vote or direct the vote: 2,666,667
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 2,666,667
(iv) Shared power to dispose or to direct the disposition of 0
SFM PARTICIPATION II, L.P.
(i) Sole power to vote or direct the vote: 2,666,667
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 2,666,667
(iv) Shared power to dispose or to direct the disposition of 0
SFM AH LLC
(i) Sole power to vote or direct the vote: 2,666,667
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 2,666,667
(iv) Shared power to dispose or to direct the disposition of 0
CUSIP NO. 47023A101 PAGE 11 OF 20 PAGES
SOROS FUND MANAGEMENT LLC
(i) Sole power to vote or direct the vote: 2,666,667
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 2,666,667
(iv) Shared power to dispose or to direct the disposition of 0
GEORGE SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 2,666,667
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 2,666,667
ROBERT SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 2,666,667
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 2,666,667
JONATHAN SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 2,666,667
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 2,666,667
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
(i) The partners of Soros Strategic Partners LP ("SSP"), including Quantum
Partners LDC, a Cayman Islands limited duration company, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of SSP in accordance with their partnership interest
in SSP.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
This Item 7 is not applicable.
CUSIP NO. 47023A101 PAGE 12 OF 20 PAGES
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 each of the Reporting Persons certifies that, to the best
of such person's 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 such purpose or effect.
CUSIP NO. 47023A101 PAGE 13 OF 20 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: January 8, 2007 SOROS STRATEGIC PARTNERS LP
By: SFM PARTICIPATION II, L.P.
General Partner
By: SFM AH LLC
General Partner
By: Soros Fund Management LLC
Managing Member
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
Date: January 8, 2007 SFM PARTICIPATION II, L.P.
By: SFM AH LLC
General Partner
By: Soros Fund Management LLC
Managing Member
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
Date: January 8, 2007 SFM AH LLC
By: Soros Fund Management LLC
Managing Member
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
Date: January 8, 2007 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
CUSIP NO. 47023A101 PAGE 14 OF 20 PAGES
Date: January 8, 2007 GEORGE SOROS
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Attorney-in-fact
Date: January 8, 2007 ROBERT SOROS
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Attorney-in-fact
Date: January 8, 2007 JONATHAN SOROS
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Attorney-in-fact
CUSIP NO. 47023A101 PAGE 15 OF 20 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of January 8, 2007, by and between Soros Strategic
Partners LP, SFM Participation II, L.P., SFM AH LLC, Soros Fund Management LLC, George
Soros, Robert Soros, and Jonathan Soros.................................................... 16
B. Power of Attorney, dated as of June 16, 2005, granted by George Soros in favor of Armando
T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and Robert
Soros...................................................................................... 18
C. Power of Attorney, for Robert Soros, dated as of January 8, 2007.......................... 19
D. Power of Attorney, for Jonathan Soros, dated as of January 5, 2007........................ 20
CUSIP NO. 47023A101 PAGE 16 OF 20 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G/A with
respect to the Common Stock, par value $0.001 per share, of Jamba Inc., dated as
of January 8, 2007, is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.
Date: January 8, 2007 SOROS STRATEGIC PARTNERS LP
By: SFM PARTICIPATION II, L.P.
General Partner
By: SFM AH LLC
General Partner
By: Soros Fund Management LLC
Managing Member
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
Date: January 8, 2007 SFM PARTICIPATION II, L.P.
By: SFM AH LLC
General Partner
By: Soros Fund Management LLC
Managing Member
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
Date: January 8, 2007 SFM AH LLC
By: Soros Fund Management LLC
Managing Member
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
Date: January 8, 2007 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Assistant General Counsel
CUSIP NO. 47023A101 PAGE 17 OF 20 PAGES
Date: January 8, 2007 GEORGE SOROS
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Attorney-in-fact
Date: January 8, 2007 ROBERT SOROS
By: /s/ Jodye Anzalotta:
------------------------------------------------------
Name: Jodye Anzalotta
Title: Attorney-in-fact
Date: January 8, 2007 JONATHAN SOROS
By: /s/ Jodye Anzalotta
------------------------------------------------------
Name: Jodye Anzalotta
Title: Attorney-in-fact
CUSIP NO. 47023A101 PAGE 18 OF 20 PAGES
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as Chairman of, member of or in other capacities
with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or
entities advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of Attorney
dated as of the 11th March 2005 with respect to the same matters addressed
above.
This power of attorney shall be valid from the date hereof until revoked by
me.
IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of
June 2005.
GEORGE SOROS
/s/ Daniel Eule
-----------------------------------------
Daniel Eule
Attorney-in-Fact for George Soros
CUSIP NO. 47023A101 PAGE 19 OF 20 PAGES
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as Chief Investment Officer and Co-Deputy
Chairman of, member of or in other capacities with Soros Fund Management LLC
("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including without limitation all documents relating to filings with the
Commodity Futures Trading Commission and National Futures Association, the
United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by
me.
IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of
January, 2007.
ROBERT SOROS
/s/ Robert Soros
-------------------------------------
CUSIP NO. 47023A101 PAGE 20 OF 20 PAGES
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as President and Co-Deputy Chairman of, member of
or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of
its affiliates or entities advised by me or SFM LLC, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts or other investments,
and any other documents relating or ancillary thereto, including without
limitation all documents relating to filings with the Commodity Futures Trading
Commission and National Futures Association, the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 (the "Act") and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial
ownership of securities required to be filed with the SEC pursuant to Section
13(d) or Section 16(a) of the Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by
me.
IN WITNESS WHEREOF, I have executed this instrument as of the 5th day of
January 2007.
JONATHAN SOROS
/s/ Jonathan Soros
---------------------------------