Amendment No. 1 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Chy8Bk6kUTaZedmbKiz5fBDcgCugG0VCf9TZVEqy85jmiY8UjEOGpD26m7wjVTJV TQwHPCWQLMWv+L3rz3c26g== 0001193125-08-004638.txt : 20080110 0001193125-08-004638.hdr.sgml : 20080110 20080110152417 ACCESSION NUMBER: 0001193125-08-004638 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080110 DATE AS OF CHANGE: 20080110 GROUP MEMBERS: ALEC E. GORES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MPC CORP CENTRAL INDEX KEY: 0001289871 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841577562 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80634 FILM NUMBER: 08523452 BUSINESS ADDRESS: STREET 1: 906 E. KARCHER RD. CITY: NAMPA STATE: ID ZIP: 83687 BUSINESS PHONE: 208-893-3434 MAIL ADDRESS: STREET 1: 906 E. KARCHER RD. CITY: NAMPA STATE: ID ZIP: 83687 FORMER COMPANY: FORMER CONFORMED NAME: HyperSpace Communications, Inc. DATE OF NAME CHANGE: 20040511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GTG PC INVESTMENTS, LLC CENTRAL INDEX KEY: 0001335138 IRS NUMBER: 522321084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102093010 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MPC Corporation

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

44915D 10 3

(CUSIP Number)

January 2, 2008

(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 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).


CUSIP No. 44915D 10 3		13G		Page 2 of 7 Pages


1		Name of Reporting Persons GTG PC Investments, LLC
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person with:		5 Sole Voting Power – 0
		6 Shared Voting Power – 0 shares
		7 Sole Dispositive Power – 0
		8 Shared Dispositive Power – 0 shares


9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11	Percent of Class Represented by Amount in Row (9) 0.00%
12	Type of Reporting Person (See Instructions) OO


CUSIP No. 44915D 10 3		13G		Page 3 of 7 Pages


1		Name of Reporting Persons Alec E. Gores
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3		SEC Use Only
4		Citizenship or Place of Organization United States citizen


Number of Shares Beneficially Owned by Each Reporting Person with:		5 Sole Voting Power – 1,723,009 shares
		6 Shared Voting Power – 0 shares
		7 Sole Dispositive Power – 1,723,009 shares
		8 Shared Dispositive Power – 0 shares


9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,723,009 shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11	Percent of Class Represented by Amount in Row (9) 4.95%
12	Type of Reporting Person (See Instructions) IN


CUSIP No. 44915D 10 3		13G		Page 4 of 7 Pages

Item 1.

(a) Name of Issuer: The name of the issuer is MPC Corporation (the “Company”).

(b)

Address of Issuer’s Principal Executive Offices: The principal executive offices of the Company are located at 906 East Karcher Road, Nampa, Idaho, 83687.

Item 2.

(a) Name of Person Filing: The names of the filing persons are GTG PC Investments, LLC (“GTG PC Investments”)

and Alec E. Gores (“Mr. Gores”).

(b)

Address of Principal Business Office or, if none, Residence: GTG PC Investments has its principal business office at 6260 Lookout Road, Boulder, Colorado 80301. The principal business office of Mr. Gores is 10877 Wilshire Blvd., 18^th Floor, Los Angeles, CA 90024.

(c)

Citizenship: GTG PC Investments was organized under the laws of the state of Delaware. Mr. Gores is a citizen of the United States of America.

(d)

Title of Class of Securities: The title of the class of securities is Common Stock.

(e)

CUSIP Number: The CUSIP number of the Common Stock is 44915D 10 3.

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:

Not Applicable

Item 4.

Ownership.

(a)

Amount beneficially owned: 1,723,009 shares*

(b)

Percent of class: 4.95%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,723,009*

(ii)

Shared power to vote or to direct the vote: 0 shares*

(iii)

Sole power to dispose or to direct the disposition of: 1,723,009*

(iv)

Shared power to dispose or to direct the disposition of: 0 shares*

On January 2, 2008, GTG PC Investments, LLC, pursuant to a plan of liquidation and dissolution, distributed shares held by it to its members, including Mr. Gores (who holds record title through a revocable living trust). Mr. Gores may be deemed to be the beneficial owner (within the meaning of Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended) of, and have sole voting power and sole dispositive power with respect to, 1,723,009 shares of Common Stock of the Company, which includes (a)


CUSIP No. 44915D 10 3		13G		Page 5 of 7 Pages

863,995 shares of Common Stock of the Company and (b) warrants to acquire 859,014 shares of Common Stock of the Company at an exercise price of $3.77 per share (as adjusted from an original exercise price of $5.50 in accordance with the terms of said warrant), which constitutes beneficial ownership of 4.95% of the outstanding Common Stock of the Company (including the ability to acquire Common Stock by such Reporting Persons within 60 days pursuant to the exercise of warrants held by Mr. Gores). The percentages of outstanding Common Stock of the Company reported in this Item 4 are based on the assumption that there are 33,927,005 shares of Common Stock of the Company outstanding.

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 5 percent of the class of securities, check the following x

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.

As a result of the adoption of the plan of liquidation and dissolution by GTG PC Investments, LLC such that it no longer holds securities, the group formed under the agreement in Exhibit A is dissolved effective immediately following the filing of this Amendment No. 1 to 13G with the Securities and Exchange Commission.

Item 10.

Certification.

Not Applicable


CUSIP No. 44915D 10 3		13G		Page 6 of 7 Pages

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: January 10, 2008


GTG PC INVESTMENTS, LLC, a Delaware limited liability company

By:		/s/ Alec E. Gores
		Alec E. Gores Managing Member

/s/ Alec E. Gores
Alec E. Gores


CUSIP No. 44915D 10 3		13G		Page 7 of 7 Pages

EXHIBIT INDEX



Exhibit A		Joint Filing Agreement


CUSIP No. 44915D 10 3		13G

EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, each of the parties hereto agrees that the statement on Schedule 13G (including all amendments thereto) with respect to the beneficial ownership of Common Stock of MPC Corporation, to which this agreement is attached as an exhibit, is filed by and on behalf of each such person and that any amendments thereto will be filed on behalf of each such person.

This Agreement terminates immediately following the filing of an Amendment No. 1 to 13G with the Securities and Exchange Commission, in connection with and as a result of the liquidation and dissolution of GTG PC Investments, LLC.

Date: January 10, 2008


GTG PC INVESTMENTS, LLC, a Delaware limited liability company

By:		/s/ Alec E. Gores
		Alec E. Gores Managing Member

/s/ Alec E. Gores
Alec E. Gores

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