elmg-13d_amendment2.htm

0001089447-10-000031.txt : 20101103 0001089447-10-000031.hdr.sgml : 20101103 20101103091118 ACCESSION NUMBER: 0001089447-10-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101103 DATE AS OF CHANGE: 20101103 GROUP MEMBERS: MCM CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000032198 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 581035424 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31374 FILM NUMBER: 101160093 BUSINESS ADDRESS: STREET 1: 660 ENGINEERING DRIVE CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7702639200 MAIL ADDRESS: STREET 1: PO BOX 7700 CITY: NORCROSS STATE: GA ZIP: 30091-7700 FORMER COMPANY: FORMER CONFORMED NAME: ELECTROMAGNETIC SCIENCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMI INVESTMENTS, L.P. CENTRAL INDEX KEY: 0001089447 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 141810589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-586-4333 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS LP DATE OF NAME CHANGE: 20020717 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS II-A LP DATE OF NAME CHANGE: 19990623 SC 13D/A 1 elmg-13d_amendment2.htm AMENDMENT NO. 2 TO SCHEDULE 13D elmg-13d_amendment2.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)1

EMS Technologies, Inc.

(Name of Issuer)

Common Stock, $.10 par value

(Title of Class of Securities)

26873N108

(CUSIP Number)

Jerome J. Lande

MMI Investments, L.P.

1370 Avenue of the Americas

New York, New York 10019

(212) 586-4333

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 2, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

1 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 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).

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CUSIP No. 26873N108

1.	NAMES OF REPORTING PERSONS......MMI Investments, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	Delaware
NUMBER OF SHARES	7. SOLE VOTING POWER	1,182,000
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER	- 0 -
EACH REPORTING	9. SOLE DISPOSITIVE POWER	1,182,000
PERSON WITH	10. SHARED DISPOSITIVE POWER	- 0 -
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,182,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	7.7%
14.	TYPE OF REPORTING PERSON	PN

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CUSIP No. 26873N108

1.	NAMES OF REPORTING PERSONS....MCM Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS	AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	Delaware
NUMBER OF SHARES	7. SOLE VOTING POWER	1,182,000
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER	- 0 -
EACH REPORTING	9. SOLE DISPOSITIVE POWER	1,182,000
PERSON WITH	10. SHARED DISPOSITIVE POWER	- 0 -
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,182,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	7.7%
14.	TYPE OF REPORTING PERSON	OO

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CUSIP No. 26873N108

1.	NAMES OF REPORTING PERSONS......Clay B. Lifflander
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	USA
NUMBER OF SHARES	7. SOLE VOTING POWER	- 0 -*
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER	- 0 -
EACH REPORTING	9. SOLE DISPOSITIVE POWER	- 0 -*
PERSON WITH	10. SHARED DISPOSITIVE POWER	- 0 -
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	- 0 -*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	0%*
14.	TYPE OF REPORTING PERSON	IN
	* See Item 5.

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CUSIP No. 26873N108

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No.2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,182,000 Shares owned by MMI Investments is $19,578,237; the source of funds is MMI Investments' working capital.

MMI Investments effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and restated to add the following:

On November 2, 2010, MMI Investments delivered a letter to the Issuer questioning whether the Board and management may have failed to actively pursue inquiries from qualified strategic acquirers and financial sponsors made over several years regarding the potential sale of the Issuer or its subsidiaries and reiterating its demand for the formation of a special committee of independent directors to evaluate strategic alternatives. MMI Investments also states that many of the largest stockholders are frustrated with the stagnation of the Issuer’s stock price and earnings and share the view of MMI Investments that the most likely way for the Issuer to fully rea lize the intrinsic value of its assets is in a sale of the Issuer, in whole or in parts. MMI Investments also calls upon the Board to immediately take steps to repeal the Issuer’s outdated and authoritarian “dead hand” poison pill. A copy of the letter is attached as an exhibit hereto and is incorporated herein by reference. MMI Investments concurrently delivered to the Issuer a demand pursuant to Section 14-2-1602 of the Georgia Business Corporation Code for a complete list of the Issuer’s stockholders so that it can further discuss the issues raised in the letter with fellow stockholders.

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CUSIP No. 26873N108

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and restated to read as follows:

(a)-(b) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 15,299,423 Shares outstanding as of August 9, 2010, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2010.

As of the close of business on November 2, 2010, MMI Investments directly owned 1,182,000 Shares, constituting approximately 7.7% of the Shares outstanding. MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement. MCM does not directly own any Shares. However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments with respect to such Shares. MCM disclaims beneficial owne rship of such Shares, except to the extent of its pecuniary interest therein. Mr. Lifflander does not directly own any Shares. However, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Lifflander may be deemed to beneficially own the Shares owned by MMI Investments. Mr. Lifflander disclaims beneficial ownership of such Shares, except to the extent of his pecuniary interest therein.

Except as described above, as of the date hereof, to each Reporting Person's knowledge, none of the persons listed on Schedule I owns any Shares or has any right to acquire, directly or indirectly, any beneficial ownership of Shares.

(c) Except for the open market purchases of Shares by MMI Investments set forth in Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Shares since the filing of Amendment No. 1 to the Schedule 13D by MMI Investments, MCM or Mr. Lifflander, or, to each Reporting Person's knowledge, any of the persons listed on Schedule I.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

(e) Not applicable.

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CUSIP No. 26873N108

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibit:

99.1

Letter from MMI Investments, L.P. to EMS Technologies, Inc. dated November 2, 2010.

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CUSIP No. 26873N108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2010

	MMI INVESTMENTS, L.P.

	By:	MCM Capital Management, LLC General Partner

	By:	/s/ JEROME J. LANDE
		Jerome J. Lande
		Executive Vice President

	MCM CAPITAL MANAGEMENT, LLC

	By:	/s/ JEROME J. LANDE
		Jerome J. Lande
		Executive Vice President

	/s/ CLAY B. LIFFLANDER
	Clay B. Lifflander

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CUSIP No. 26873N108

SCHEDULE II

Transactions in the Shares Since Filing of Amendment No. 1 to Schedule 13D

Shares of Common Stock Purchased / (Sold)	Price Per Share($)	Date of Purchase / Sale
MMI Investments, L.P.
40,000	17.85	10/26/2010
10,000	17.95	10/27/2010
10,000	17.78	10/28/2010
9,000	17.84	10/29/2010
14,000	18.07	11/1/2010
14,600	18.54	11/2/2010

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EX-99.1 2 elmg-13d_exhibit1.htm LETTER FROM MMI INVESTMENTS, L.P. TO EMS TECHNOLOGIES, INC. elmg-13d_exhibit1.htm

Exhibit 99-1

[MMI Investments, L.P. Letterhead]

November 2, 2010

John B. Mowell

Chairman & Executive Director

c/o William S. Jacobs

Secretary

EMS Technologies, Inc.

660 Engineering Drive

Norcross, Georgia 30092

Dear Chairman Mowell,

Since our letter of September 27th demanding that the Board of EMS Technologies, Inc. (“EMS”) evaluate strategic alternatives to maximize value, including the potential sale of the company, four very important things have become readily apparent about EMS and the differences between what its stockholders and its leadership appear to want.

1.	EMS stockholders are justifiably frustrated with their stagnant investment in EMS and would welcome a strategic alternatives review and value maximization process.

We have spoken with several of the largest stockholders and found that they share our frustration with the stagnation of the EMS stock price and earnings over the short and long terms, particularly given the over $140 million (equivalent to over half the current market capitalization) in acquisitions since 2000. Moreover, we have not been surprised to learn that many of the largest stockholders share our view that the most likely way for EMS to fully realize the intrinsic value of its assets is in a sale of EMS, in whole or in parts. These issues are critical to the future of our company. Therefore, included with this letter is a demand pursuant to Section 14-2-1602 of the Georgia Business Corporation Code for a complete list of EMS stockholders so that we can further discuss these issues with our fellow stockholders.

2.	EMS’ Board and management demonstrate no genuine interest in a serious discussion.

We are dubious of the seriousness of your claim in EMS’ press release of September 30th, in which you state that “the Board of Directors values open dialogue and input from all our shareholders…” particularly as our letter was prompted in part by our inability to get you to agree to a meeting or teleconference. To date, neither you nor any member of the Board or management have seen fit to take us up on our public request to discuss these concerns. If one of your largest stockholders can’t get you to engage in a serious discussion regarding the maximization of stockholder value, we fear it’s simply not a priority for the Board.

3.	Your severe entrenchment devices should be dismantled immediately.

The Board should immediately take steps to repeal EMS’ outdated and authoritarian poison pill. A “dead hand” poison pill is illegal in many states and systematically disenfranchises stockholders by denying new board members the right to remove or amend the pill. We have no doubt that the proxy advisors and legal counsel with whom you are conferring are urging you to change it immediately. We strongly advise that you do so in the interest of proper corporate governance at EMS.

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4.	EMS’ management and Board may in fact have received and ignored several overtures in the past from potential acquirers.

Our research indicates that there may have been many inquiries from qualified strategic acquirers and financial sponsors made over several years regarding the potential sale of EMS or its subsidiaries, and that the Board and management have failed to actively pursue these inquiries. We have no doubt that the Board has had endless arguments for not engaging in any discussions, just as we are confident that results have not lived up to the internal management projections that justified not executing any potential value maximizing transaction. The current M&A market is highly robust, particularly in aerospace & defense electronics, which should afford EMS an immediate opportunity to achieve the highest value for its owners. We strongly reiterate our demand for the formation of a special committee of independent directors to evaluate all strategic alternatives, which would of course exclude you given your new role as executive director with a monthly salary of $25,000.

Since our initial Schedule 13D filing, we have increased our position in EMS by 232,000 shares and now hold 7.7% of the outstanding common stock. We have increased our position because of our conviction regarding the unrecognized value of EMS’ assets. We note that we presently own more than twelve times the total common stock owned outright by the entire Board, despite its seven year average tenure, your own 26 years as a director and EMS’ current policy of awarding each director options annually at stockholder expense. We believe these issues deserve management’s and the Board’s public attention, and that EMS stockholders deserve a Board that takes the stockholders’ investment seriously. We continue to welcome the opportunity to discuss thi s further and can be reached at (212) 586-4333.

	Sincerely, /s/ CLAY B. LIFFLANDER
	Clay B. Lifflander

Attachment

Cc: EMS Board of Directors

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