-----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, VIpxAQpvQ2h4bw/ZToCR7qp7eBZoSL/kREImAvFMpfcRaSG805icysQx7f5x8WBc dWruokqXwu5m6Uu2GeYvFw== 0000950133-08-003602.txt : 20081105 0000950133-08-003602.hdr.sgml : 20081105 20081105172552 ACCESSION NUMBER: 0000950133-08-003602 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081105 DATE AS OF CHANGE: 20081105 GROUP MEMBERS: INTEGRATED CORE STRATEGIES (US) LLC GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATS CORP CENTRAL INDEX KEY: 0001325460 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 113747950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81087 FILM NUMBER: 081164688 BUSINESS ADDRESS: STREET 1: 7925 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 571-766-2400 MAIL ADDRESS: STREET 1: 7925 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Federal Services Acquisition CORP DATE OF NAME CHANGE: 20050429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENCO LLC CENTRAL INDEX KEY: 0001132413 IRS NUMBER: 133532932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: MILLENCO, L.L.C. DATE OF NAME CHANGE: 20061011 FORMER COMPANY: FORMER CONFORMED NAME: MILLENCO, L.P./NY DATE OF NAME CHANGE: 20050310 FORMER COMPANY: FORMER CONFORMED NAME: MILLENCO LP/NY DATE OF NAME CHANGE: 20010111 SC 13D/A 1 w7147002sc13dza.htm SC 13D/A sc13dza
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*
ATS Corporation
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
00211E104
(CUSIP Number)
Simon M. Lorne, Esq.
Millennium Management LLC
666 Fifth Avenue, 8th Floor
New York, New York 10103
(212) 841-4100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 31. 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

 
 


 

                     
CUSIP No.
 
00211E104 
SCHEDULE 13D/A  Page  
  of   
13 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Integrated Core Strategies (US) LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,188,884 (See Items 5 and 6)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,188,884 (See Items 5 and 6)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,188,884 (See Items 5 and 6)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  5.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO


 

                     
CUSIP No.
 
00211E104 
SCHEDULE 13D/A  Page  
  of   
13 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Millenco LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0- (See Items 5 and 6)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0- (See Items 5 and 6)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  -0- (See Items 5 and 6)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO, BD


 

                     
CUSIP No.
 
00211E104 
SCHEDULE 13D/A  Page  
  of   
13 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Millennium Management LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,188,884 (See Items 5 and 6)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,188,884 (See Items 5 and 6)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,188,884 (See Items 5 and 6)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  5.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO


 

                     
CUSIP No.
 
00211E104 
SCHEDULE 13D/A  Page  
  of   
13 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Israel A. Englander
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,188,884 (See Items 5 and 6)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,188,884 (See Items 5 and 6)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,188,884 (See Items 5 and 6)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  5.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 6 of 13
Explanatory Note
Introduction
     This Amendment No. 2 to Schedule 13D (“Amendment No. 2 to Schedule 13D”) amends and restates Amendment No. 1 to Schedule 13D filed on April 18, 2007, (Amendment No. 1 to Schedule 13D”) Millenco LLC, Millennium Management LLC and Israel A. Englander, relating to their beneficial ownership of the Common Stock, par value $0.0001 per share (“Common Stock”) of ATS Corporation, a Delaware corporation (the “Issuer”).
     This Amendment No. 2 to Schedule 13D is being filed to (i) reflect the transfer of 1,188,884 warrants to purchase the Issuer’s Common Stock (“Warrants”) held by Millenco LLC to Integrated Core Strategies (US) LLC, which is wholly-owned by the same entity. As a result of this transfer, Integrated Core Strategies (US) LLC is now the beneficial owner of the above-described shares of the Issuer’s Common Stock; and (ii) to report other changes as set forth in this filing.
Item 1. Security and Issuer.
     The name of the Issuer is ATS Corporation. The address of the Issuer’s offices is 7915 Jones Branch Drive, McLean, Virginia 22102. This Amendment No. 2 relates to the Issuer’s Common Stock.
Item 2. Identity and Background.
     (a)-(c), (f) This statement is being filed by Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”) and Millenco LLC, a Deleware limited liability company (“Millenco”). Millenco LLC is a broker-dealer and a member of the American Stock Exchange and the NASDAQ.
     Millennium Management LLC, a Delaware limited liability company (“Millennium Management”) is the general partner of Integrated Holdings Group LP, a Delaware limited partnership (“Integrated Holding Group”), which is the managing member and 100% shareholder of Integrated Core Strategies and consequently may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Israel A. Englander (“Mr. Englander”) is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Integrated Core Strategies. Integrated Core Strategies, Millenco, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons (“Reporting Persons”) in this Amendment No. 2 to Schedule 13D.


 

 

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 7 of 13
     The business address for Integrated Core Strategies, Millenco, Millennium Management and Mr. Englander is c/o Millennium Management, L.L.C., 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States citizen.
     (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     (e) On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners, L.P. (“Millennium Partners”) and certain related persons and entities, entered into settlements with the Securities and Exchange Commission (“SEC”) and the Attorney General of the State of New York (the “NYAG”) relating to allegations that Millennium Partners had engaged in a pattern of deceptive “market timing” of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund “late trading” in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at www.sec.gov. Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office.
     Neither the Reporting Persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander), an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 (the “Exchange Act”), and prophylactic relief.
Item 3. Source and Amount of Funds or Other Consideration.
     As previously disclosed in the Amendment No. 1 to Schedule 13D the amount of funds used to purchase the 1,188,884 Warrants constituting the beneficially owned Common Stock in the transactions giving rise to this Amendment No. 2 to Schedule 13D was approximately $362,178, calculated on an average cost basis (excluding brokerage commissions) by account. Integrated Core Strategies effects purchases of securities primarily through margin accounts maintained for Integrated Core Strategies with prime brokers, which may extend margin credit to Integrated Core Strategies as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime broker’s 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.


 

 

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 8 of 13
     The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy.
     The Reporting Persons employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons are held in accounts of the Reporting Persons managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.
     Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
     (a) As of the date hereof, Integrated Core Strategies is the beneficial owner of 1,188,884 shares of the Issuer’s Common Stock by virtue of its ownership of 1,188,884 Warrants to purchase Common Stock.
     Each Warrant entitles the holder to purchase one share of the Issuer’s Common Stock at an exercise price of $5.00 per share and expires on October 19, 2009.
     Millennium Management, as the general partner of the managing member of Integrated Core Strategies, may also be deemed to beneficially own the above-described shares of Common Stock beneficially owned by Integrated Core Strategies.
     Mr. Englander, as the managing member of Millennium Management, may also be deemed to beneficially own the above-described shares of Common Stock beneficially owned by Integrated Core Strategies.
     The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares held by Integrated Core Strategies.


 

 

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 9 of 13
     Accordingly, as of the date of this filing, Mr. Englander and Millennium Management may be deemed to be beneficial owners of 1,188,884 shares of Common Stock which represents approximately 5.0% of the outstanding shares of Common Stock. The calculation of the foregoing percentage is on the basis of 22,381,860 shares of Common Stock outstanding as of August 5, 2008 as reported by the Issuer on its Form 10-Q dated August 11,2008.
     (b) Integrated Core Strategies may be deemed to hold shared power to vote and to dispose of the 1,188,884 shares of Common Stock described in (a) above. Mr. Englander and Millennium Management may be deemed to hold shared power to vote and to dispose of the 1,188,884 shares of Common Stock described in (a) above. The foregoing should not be construed in and of itself as an admission by Mr. Englander or Millennium Management as to beneficial ownership of the shares held by Integrated Core Strategies.
     (c) Transactions in the Issuer’s Common Stock and Warrants by the Reporting Persons during the past 60 days: No transactions in the Issuer’s Common Stock and Warrants by the Reporting Persons were effected in the past 60 days.
     (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, the shares of Common Stock reported in this Amendment No. 2 to Schedule 13D.
     (e) As of October 31, 2008, Millenco has ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     In connection with arrangements with Integrated Core Strategies’ prime brokers, such prime brokers are permitted to lend securities in Integrated Core Strategies’ accounts to the extent permitted by debit balances in such account. Integrated Core Strategies generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Integrated Core Strategies (or its prime brokers), may borrow securities to satisfy delivery obligations arising from short sales and may lend securities to third parties and such loans generally may be recalled upon demand.
     There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.


 

 

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 10 of 13
Item 7. Material to Be Filed as Exhibits.
     Exhibit I: Joint Filing Agreement, dated as of November 4, 2008, by and among Integrated Core Strategies (US) LLC, Millenco LLC, Millennium Management LLC, and Israel A. Englander.


 

 

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 11 of 13
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.
Dated: November 4, 2008
         
  INTEGRATED CORE STRATEGIES (US) LLC
 
 
  By:   Integrated Holding Group LP,    
    its managing member   
       
  By:   Millennium Management LLC,    
    its general partner   
       
  By:   /s/ David Nolan    
    Name:   David Nolan   
    Title:   Co-President   
 
  MILLENCO LLC
 
 
  By:   /s/ Mark Meskin    
    Name:   Mark Meskin   
    Title:   Chief Executive Officer   
 
  MILLENNIUM MANAGEMENT LLC
 
 
  By:   /s/ David Nolan    
    Name:   David Nolan   
    Title:   Co-President   
         
  /s/ Israel A. Englander by David Nolan    
  pursuant to Power of Attorney filed with
the SEC on June 6, 2005
 
   Israel A. Englander  


 

 

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 12 of 13
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of ATS Corporation, a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 4, 2008
         
  INTEGRATED CORE STRATEGIES (US) LLC
 
 
  By:   Integrated Holding Group LP,    
    its managing member   
     
  By:   Millennium Management LLC,    
    its general partner   
 
  By:   /s/ David Nolan    
    Name:   David Nolan   
    Title:   Co-President   
 
  MILLENCO LLC
 
 
  By:   /s/ Mark Meskin    
    Name:   Mark Meskin   
    Title:   Chief Executive Officer   
 
  MILLENNIUM MANAGEMENT LLC
 
 
  By:   /s/ David Nolan    
    Name:   David Nolan   
    Title:   Co-President   


 

 
         

         
CUSIP No. 00211E104
  SCHEDULE 13D/A   Page 13 of 13
         
     
  /s/ Israel A. Englander by David Nolan    
  pursuant to Power of Attorney filed with
the SEC on June 6, 2005
 
   Israel A. Englander    
-----END PRIVACY-ENHANCED MESSAGE-----