UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
NEXTEST SYSTEMS CORP.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
653339101
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(CUSIP Number)
December 31, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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 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).
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
SCHEDULE 13G
CUSIP No.: 653339101 Page 2 of 10 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MAGNETAR CAPITAL PARTNERS LP
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
Delaware
................................................................................
Number of 5. Sole Voting Power None
Shares ..........................................................
Beneficially 6. Shared Voting Power 981,930
Owned by Each ..........................................................
Reporting 7. Sole Dispositive Power None
Person With ..........................................................
8. Shared Dispositive Power 981,930
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
981,930
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.55% based on 17,701,628 shares outstanding as of February 5, 2007.
................................................................................
12. Type of Reporting Person:
HC; OO
SCHEDULE 13G
CUSIP No.: 653339101 Page 3 of 10 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SUPERNOVA MANAGEMENT LLC
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
Delaware
................................................................................
Number of 5. Sole Voting Power None
Shares ..........................................................
Beneficially 6. Shared Voting Power 981,930
Owned by Each ..........................................................
Reporting 7. Sole Dispositive Power None
Person With ..........................................................
8. Shared Dispositive Power 981,930
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
981,930
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.55% based on 17,701,628 shares outstanding as of February 5, 2007.
................................................................................
12. Type of Reporting Person:
HC; OO
SCHEDULE 13G
CUSIP No.: 653339101 Page 4 of 10 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ALEC N. LITOWITZ
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
United States of America
................................................................................
Number of 5. Sole Voting Power None
Shares ..........................................................
Beneficially 6. Shared Voting Power 981,930
Owned by Each ..........................................................
Reporting 7. Sole Dispositive Power None
Person With ..........................................................
8. Shared Dispositive Power 981,930
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
981,930
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.55% based on 17,701,628 shares outstanding as of February 5, 2007.
................................................................................
12. Type of Reporting Person:
HC
Page 5 of 10 Pages
Item 1(a). Name of Issuer:
Nextest Systems Corp. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
1901 Monterey Road
San Jose, California 95112
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Magnetar Capital Partners LP ("Magnetar Capital Partners");
ii) Supernova Management LLC ("Supernova Management"); and
iii) Alec N. Litowitz ("Mr. Litowitz").
This Statement relates to Shares (as defined herein) held for
the accounts of Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted
company ("Magnetar Capital Master Fund"), certain managed accounts (the
"Managed Accounts"), Magnetar SGR Fund, Ltd. and Magnetar SGR Fund, LP.
Magnetar Capital Partners serves as the sole member and parent holding company
of Magnetar Financial LLC, a Delaware limited liability company ("Magnetar
Financial"), and Magnetar Investment Management, LLC, a Delaware limited
liability company ("Magnetar Investment Management"). Each of Magnetar
Financial and Magnetar Investment Management are registered investment
advisers under Section 203 of the Investment Advisers Act of 1940, as amended.
Magnetar Financial serves as investment adviser to Magnetar Capital Master
Fund. In such capacity, Magnetar Financial exercises voting and investment
power over the Shares held for the account of Magnetar Capital Master Fund.
Magnetar Investment Management serves as investment adviser to the Managed
Accounts, Magnetar SGR Fund, Ltd and Magnetar SGR Fund, LP. In such capacity,
Magnetar Investment Management exercises voting and investment power over the
Shares held for the accounts of the Managed Accounts, Magnetar SGR Fund, Ltd
and Magnetar SGR Fund, LP. Supernova Management is the general partner of
Magnetar Capital Partners. The manager of Supernova Management is Mr.
Litowitz.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603
Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
Item 2(c). Citizenship:
i) Magnetar Capital Partners is a Delaware limited
partnership;
ii) Supernova Management is a Delaware limited liability
company; and
iii) Mr. Litowitz is a citizen of the United States of
America.
Page 6 of 10 Pages
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share (the "Shares")
Item 2(e). CUSIP Number:
653339101
Item 3. If This Statement is Filed Pursuant to ss.ss.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
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 5, 2007, each of Magnetar Capital Partners,
Supernova Management and Mr. Litowitz may be deemed to be the beneficial owner
of 981,930 Shares. This amount consists of: (A) 614,842 Shares held for the
account of Magnetar Capital Master Fund; (B) 1,723 Shares held for the account
of Magnetar SGR Fund Ltd; (C) 34,627 Shares held for the account of Magnetar
SGR Fund LP and (D) 330,738 Shares held for the account of the Managed
Accounts.
Item 4(b) Percent of Class:
The number of Shares of which each of Magnetar Capital
Partners, Supernova Management and Mr. Litowitz may be deemed to be the
beneficial owner constitutes approximately 5.55% of the total number of Shares
outstanding (based upon information provided by the Issuer in its most
recently filed registration statement on Form 10-Q, there were approximately
17,701,628 shares outstanding as of February 5, 2007).
Item 4(c). Number of Shares of which such person has:
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
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Page 7 of 10 Pages
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 981,930
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 981,930
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:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
See disclosure in Item 2 hereof.
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 their 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.
Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2007 MAGNETAR CAPITAL PARTNERS LP
By: /s/ Alec N. Litowitz
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Name: Alec N. Litowitz
Title: Manager of Supernova
Management LLC, as
General Partner of
Magnetar Capital
Partners LP
Date: February 14, 2007 SUPERNOVA MANAGEMENT LLC
By: /s/ Alec N. Litowitz
--------------------
Name: Alec N. Litowitz
Title: Manager
Date: February 14, 2007 ALEC N. LITOWITZ
/s/ Alec N. Litowitz
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Page 9 of 10 Pages
EXHIBIT INDEX
Ex. Page No.
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A. Joint Filing Agreement, dated February 14, 2007 by and among
Magnetar Capital Partners LP, Supernova Management LLC, and
Alec N. Litowitz....................................................... 10
Page 10 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Nextest Systems Corp. dated as of February 14,
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, as amended.
Date: February 14, 2007 MAGNETAR CAPITAL PARTNERS LP
By: /s/ Alec N. Litowitz
--------------------
Name: Alec N. Litowitz
Title: Manager of Supernova
Management LLC, as
General Partner of
Magnetar Capital
Partners LP
Date: February 14, 2007 SUPERNOVA MANAGEMENT LLC
By: /s/ Alec N. Litowitz
--------------------
Name: Alec N. Litowitz
Title: Manager
Date: February 14, 2007 ALEC N. LITOWITZ
/s/ Alec N. Litowitz
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