UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nutracea
--------
(Name of Issuer)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
762875102
---------
(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:
[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 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 5 Pages
Page 2 of 5 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PEQUOT CAPITAL MANAGEMENT, INC.
06-1524885
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
CONNECTICUT
5 Sole Voting Power
Number of 5,250,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 5,250,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,250,000
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)
7.3%
12 Type of Reporting Person (See Instructions)
IA, CO
Page 3 of 5 Pages
Item 1(a) Name of Issuer:
Nutracea (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1261 Hawk's Flight Court
El Dorado Hills, CA 95762
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Pequot Capital
Management, Inc. (the "Reporting Person").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the Reporting
Person is 500 Nyala Farm Road, Westport, CT, 06880.
Item 2(c) Citizenship:
Pequot Capital Management, Inc. is a Connecticut corporation.
Item 2(d) Title of Class of Securities:
Common Stock, no par value per share (the "Common Stock").
Item 2(e) CUSIP Number:
762875102
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
The Reporting Person is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership:
Ownership as of December 31, 2005 is incorporated herein by
reference from items (5) - (9) and (11) of the cover page of
the Reporting Person.
The Reporting Person is an investment adviser registered under
the Investment Advisers Act of 1940, and acts as investment
adviser to certain managed accounts over which the Reporting
Person exercises discretionary authority (the "Accounts"). The
Reporting Person beneficially owns 5,250,000 shares of Common
Stock of Issuer, due to the beneficial ownership of the
following: (i) 3,500,000 shares of Common Stock issuable upon
the conversion of certain Series B Preferred Stock of the
Issuer held for the Accounts and (ii) 1,750,000 shares of
Common Stock issuable upon the exercise of certain warrants of
the Issuer held for the Accounts.
Page 4 of 5 Pages
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The reporting person is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940 and, as
such, has beneficial ownership of the shares which are the
subject of this filing through the investment discretion the
reporting person exercises over its clients' accounts.
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.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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 5 of 5 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: February 13, 2006 PEQUOT CAPITAL MANAGEMENT, INC.
By: /s/ Aryeh Davis
---------------------------
Name: Aryeh Davis
Title: Chief Operating Officer,
General Counsel and Secretary