SC 13G

0000950123-10-059558.txt : 20100621 0000950123-10-059558.hdr.sgml : 20100621 20100621142241 ACCESSION NUMBER: 0000950123-10-059558 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 GROUP MEMBERS: ATLAS ADVANTAGE MASTER FUND, L.P. GROUP MEMBERS: ATLAS CAPITAL L.P. GROUP MEMBERS: ATLAS CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: RHA, INC. GROUP MEMBERS: ROBERT H. ALPERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074818 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 111826363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-20218 FILM NUMBER: 10907782 BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: ORBIT INSTRUMENT CORP DATE OF NAME CHANGE: 19911015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001277533 IRS NUMBER: 752603563 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 CRESCENT CT STREET 2: STE 880 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149996082 MAIL ADDRESS: STREET 1: 100 CRESCENT CT STREET 2: STE 880 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 c02655sc13g.htm SC 13G SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

ORBIT INTERNATIONAL CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

685559304

(CUSIP Number)

June 9, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000


CUSIP No.		685559304


1	NAMES OF REPORTING PERSONS Atlas Advantage Master Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			141,818

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			141,818

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	141,818

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.1%¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

¹ Based upon 4,632,277 shares of common stock outstanding as of May 19, 2010, as disclosed in the Form 10-Q for the quarter ended March 31, 2010 filed by the issuer with the U.S. Securities and Exchange Commission on May 24, 2010.


CUSIP No.		685559304


1	NAMES OF REPORTING PERSONS Atlas Capital L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			105,841

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			105,841

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	105,841

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.3%²

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

² Based upon 4,632,277 shares of common stock outstanding as of May 19, 2010, as disclosed in the Form 10-Q for the quarter ended March 31, 2010 filed by the issuer with the U.S. Securities and Exchange Commission on May 24, 2010.


CUSIP No.		685559304


1	NAMES OF REPORTING PERSONS Atlas Capital Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			247,659

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			247,659

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	247,659

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.3%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN/IA/HC

³ Based upon 4,632,277 shares of common stock outstanding as of May 19, 2010, as disclosed in the Form 10-Q for the quarter ended March 31, 2010 filed by the issuer with the U.S. Securities and Exchange Commission on May 24, 2010.


CUSIP No.		685559304


1	NAMES OF REPORTING PERSONS RHA, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			247,659

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			247,659

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	247,659

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.3%⁴

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO/HC

⁴ Based upon 4,632,277 shares of common stock outstanding as of May 19, 2010, as disclosed in the Form 10-Q for the quarter ended March 31, 2010 filed by the issuer with the U.S. Securities and Exchange Commission on May 24, 2010.


CUSIP No.		685559304


1	NAMES OF REPORTING PERSONS Robert H. Alpert


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			247,659

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			247,659

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	247,659

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.3%⁵

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN/HC

⁵ Based upon 4,632,277 shares of common stock outstanding as of May 19, 2010, as disclosed in the Form 10-Q for the quarter ended March 31, 2010 filed by the issuer with the U.S. Securities and Exchange Commission on May 24, 2010.

Item 1.

(a)

Name of Issuer

ORBIT INTERNATIONAL CORP.

(b)

Address of Issuer’s Principal Executive Offices

80 Cabot Court, Hauppauge, New York 11788

Item 2.

(a)

Name of Person Filing

This statement is jointly filed by and on behalf of each of Atlas Advantage Master Fund, L.P., Atlas Capital L.P., Atlas Capital Management, L.P., RHA, Inc. and Robert H. Alpert. Atlas Advantage Master Fund and Atlas Capital are the record and direct beneficial owners of the securities covered by this statement. Atlas Capital Management is the general partner of Atlas Capital and serves as investment adviser to Atlas Advantage Master Fund, and therefore may be deemed to indirectly beneficially own securities owned by Atlas Advantage Master Fund and Atlas Capital. RHA, Inc. is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Atlas Capital Management. Robert H. Alpert is the president and sole director of, and may be deemed to indirectly beneficially own securities owned by, RHA.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the reporting persons is 8214 Westchester Drive, Suite 650, Dallas, Texas 75225.

(c)

Citizenship

See Item 4 on the cover page(s) hereto.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

685559304


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)	o	A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	o	A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	o	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	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	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	o	A group, in accordance with §240.13d-1(b)(1)(ii)(K).


Item 4.		Ownership.

	(a)		Amount beneficially owned: See Item 9 on the cover page(s) hereto.

	(b)		Percent of class: See Item 11 on the cover page(s) hereto.

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

	(ii)		Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

	(iii)		Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

	(iv)		Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.


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 or Control Person.

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.		Certifications

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.


Date: June 21, 2010	ATLAS ADVANTAGE MASTER FUND, L.P. By: Atlas Capital Management, L.P., its investment adviser By: RHA, Inc., its general partner
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	ATLAS CAPITAL L.P. By: Atlas Capital Management, L.P., its general partner By: RHA, Inc., its general partner
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	ATLAS CAPITAL MANAGEMENT, L.P. By: RHA, Inc., its general partner
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	RHA, INC.
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	ROBERT H. ALPERT
	/s/ Robert H. Alpert

EXHIBIT INDEX


Exhibit		Description of Exhibit

	99.1	Joint Filing Agreement (furnished herewith).

EX-99.1 2 c02655exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.


Date: June 21, 2010	ATLAS ADVANTAGE MASTER FUND, L.P. By: Atlas Capital Management, L.P., its investment adviser By: RHA, Inc., its general partner
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	ATLAS CAPITAL L.P. By: Atlas Capital Management, L.P., its general partner By: RHA, Inc., its general partner
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	ATLAS CAPITAL MANAGEMENT, L.P. By: RHA, Inc., its general partner
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	RHA, INC.
	By:	/s/ Robert H. Alpert
		Name:	Robert H. Alpert
		Title:	President

	ROBERT H. ALPERT
	/s/ Robert H. Alpert