Unassociated Document

0001019056-10-001367.txt : 20101214 0001019056-10-001367.hdr.sgml : 20101214 20101214151956 ACCESSION NUMBER: 0001019056-10-001367 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101214 DATE AS OF CHANGE: 20101214 GROUP MEMBERS: ANDREW M. BOAS GROUP MEMBERS: BARI CLASTER TRUST GROUP MEMBERS: BENJAMIN W. BOAS GRANTOR 2006 TRUST GROUP MEMBERS: BIC PARTNERS GROUP MEMBERS: CARL MARKS & CO. INC. GROUP MEMBERS: CAROL A. BOAS GROUP MEMBERS: CAROLYN G. MARKS GROUP MEMBERS: CONSTANCE A. MARKS GROUP MEMBERS: DANIEL C. CLASTER GRANTOR TRUST GROUP MEMBERS: ESTHER E. BOAS TRUST GROUP MEMBERS: HALLIE BOAS TRUST OF 2007 GROUP MEMBERS: JESSIE RACHEL BOAS TRUST OF 2008 GROUP MEMBERS: KATHERINE BOAS TRUST OF 2001 GROUP MEMBERS: LINDA KATZ GROUP MEMBERS: MATTHEW L. CLASTER TRUST OF 2004 GROUP MEMBERS: NANCY A. MARKS GROUP MEMBERS: REBECCA BOAS TRUST OF 2008 GROUP MEMBERS: SAMUEL ROBERT BOAS TRUST OF 2008 GROUP MEMBERS: SUSAN CLASTER GRANTOR TRUST 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: 101250512 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: Carl Marks & Co. Inc. CENTRAL INDEX KEY: 0001289682 IRS NUMBER: 133146265 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 ats_13da6.htm SCHEDULE 13D/A Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 6)

ATS CORPORATION

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

00211E104

(CUSIP Number)

Mark L. Claster

Carl Marks & Co. Inc.

900 Third Avenue

33rd Floor

New York, New York 10022

(212) 909-8400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 23, 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 §§240.13D-1(e), 240.13d-1(f) or 240.13d-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(b) for other parties to whom copies are to be sent.

*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 ("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).

Page 2 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	(ENTITIES ONLY)

	Carl Marks & Co. Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		WC


5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		500,002

8	SHARED VOTING POWER
		2,805,293

9	SOLE DISPOSITIVE POWER
		500,002

10	SHARED DISPOSITIVE POWER
		2,805,293

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		3,305,295

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		14.64%

14	TYPE OF REPORTING PERSON*
		CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 3 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	BIC Partners

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		WC, AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		100,000

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		100,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.44%

14	TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 4 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Susan Claster Grantor Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		PF; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		526,249

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		526,249

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		526,249

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.33%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 5 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Andrew M. Boas

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		PF; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		661,796

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		661,796

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		661,796

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.93%

14	TYPE OF REPORTING PERSON*
		IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 6 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Carol A. Boas

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		PF; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 7 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Katherine Boas Trust of 2001

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 8 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Benjamin W. Boas Grantor 2006 Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 9 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Esther E. Boas Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 10 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Hallie Boas Trust of 2007

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 11 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Rebecca Boas Trust of 2008

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 12 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Jessie Rachel Boas Trust of 2008

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 13 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Samuel Robert Boas Trust of 2008

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		60,862

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		60,862

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		60,862

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.27%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 14 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Daniel C. Claster Grantor Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		100,000

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		100,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.44%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 15 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Matthew L. Claster Trust of 2004

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		100,000

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		100,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.44%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 16 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Bari Claster Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		OO; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		100,000

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		100,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		100,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.44%

14	TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 17 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Carolyn G. Marks

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		PF; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		182,588

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		182,588

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		182,588

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.81%

14	TYPE OF REPORTING PERSON*
		IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 18 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Linda Katz

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		PF; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		182,588

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		182,588

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		182,588

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.81%

14	TYPE OF REPORTING PERSON*
		IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 19 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Constance A. Marks

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		PF; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		182,588

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		182,588

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		182,588

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.81%

14	TYPE OF REPORTING PERSON*
		IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 20 of 39

CUSIP NO. 00211E104

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Nancy A. Marks

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a) o
			(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS*
		PF; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)		o

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7	SOLE VOTING POWER
		0

8	SHARED VOTING POWER
		182,588

9	SOLE DISPOSITIVE POWER
		0

10	SHARED DISPOSITIVE POWER
		182,588

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		182,588

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		.81%

14	TYPE OF REPORTING PERSON*
		IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 21 of 39

Preliminary Note

This Combined Statement is being filed on behalf of Carl Marks & Co. Inc. and the Non-CMCO Reporting Persons named herein. Each of the Reporting Persons states that he, she or it, as the case may be, is included in this Schedule 13D solely for the purpose of presenting information with respect to his, her or its ownership of the Common Stock and disclaims any knowledge, except as expressly set forth herein, as to any statement made herein on behalf of any other Reporting Person. Each of Carl Marks & Co. Inc. and the Non-CMCO Reporting Persons named herein disclaims any beneficial ownership of Common Stock owned by the other Reporting Persons. Carl Marks & Co. Inc. and the Non-CMCO Reporting Persons named herein have filed this Schedule 13D as Reporting Persons in the event they are collectively deemed to be a “group” within the meaning of Section 13(g)(3) of the Securities Exchange Act of 1934, as amended.

ITEM 1.	SECURITY AND ISSUER

	This Amendment No. 6 (“Amendment No. 6”) to the statement on Schedule 13D (“Schedule 13D”) amends the Schedule 13D, as amended, filed on November 3, 2008 by Carl Marks & Co., Inc., a New York corporation (the “CMCO Reporting Person”) relating to the shares of common stock, 0.0001 par value (the “Common Stock”) of ATS Corporation, a Delaware corporation (the “Issuer”). All defined terms refer to terms defined herein or in the Schedule 13D, as amended.

ITEM 2.	IDENTITY AND BACKGROUND

	(a) This Amendment No. 6 is being filed by the CMCO Reporting Person and each of the other reporting persons (“Non-CMCO Reporting Persons”): BIC Partners; Andrew M. Boas; Susan Claster Grantor Trust; Carol A. Boas; Katherine Boas Trust of 2001; Benjamin W. Boas Grantor 2006 Trust; Esther E. Boas Trust; Hallie Boas Trust of 2007; Rebecca Boas Trust of 2008; Jessie Rachel Boas Trust of 2008; Samuel Robert Boas Trust of 2008; Daniel C. Claster Grantor Trust; Matthew L. Claster Trust of 2004; Bari Claster Trust; Carolyn G. Marks; Linda Katz; Constance A. Marks and Nancy A. Marks. The CMCO Reporting Person and the Non-CMCO Reporting Persons are collectively referred to herein as the “Reporting Persons.”

	(b) The address of the principal business of the CMCO Reporting Person and each Non-CMCO Reporting Person is: c/o Carl Marks & Co. Inc., 900 Third Avenue, 33rd Floor, New York, New York 10022.

	(c) The principal business of the CMCO Reporting Persons is investing. The principal business of each trust that is a Non-CMCO Reporting Person is investing. The principal business of BIC Partners is investing. The principal business of Andrew M. Boas is investing. The principal business of each other individual that is a Non-CMCO Reporting Person is a homemaker. The executive officers of the CMCO Reporting Person are: Mark L. Claster - President; Robert A. Davidoff - Vice President; and Robert A. Speer - Chief Financial Officer and Secretary. The directors of the CMCO Reporting Person are: Nancy A. Marks; Andrew M. Boas; Mark L. Claster; Ernest Rubenstein; Robert A. Speer; Carleton A. Holstrom; Martin D. Payson and Joseph S. Steinberg. The general partners of BI C Partners are Mark L. Claster, Mark Levy, Martin Bernard, Peter Feldman, Bert Karlin, Andrew Harman and Jeffrey Hirsch. Richard S. Boas is the trustee of the Katherine Boas Trust of 2001, the Benjamin W. Boas Grantor 2006 Trust and the Esther E. Boas Trust. Andrew M. Boas and Carol Boas are the trustees of the Hallie Boas Trust of 2007, the Rebecca Boas Trust of 2008, the Jessie Rachel Boas Trust of 2008, and the Samuel Robert Boas Trust of 2008. Mark L. Claster is the trustee for the Susan Claster Grantor Trust. Mark L. Claster and Susan Claster are the trustees of the Daniel C. Claster Trust, Matthew L. Claster Trust 2004 and the Bari Claster Trust.

Page 22 of 39

	(d), (e) CMCO Reporting Person and each Non-CMCO Reporting Person has not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

	(f) CMCO Reporting Person is a New York corporation. BIC Partners is a New York general partnership. Each trust that is a Non-CMCO Reporting Person is domiciled in New York or Connecticut. Each individual that is a Non-CMCO Reporting Person is a United States citizen.

ITEM 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

	On November 23, 2010, Mark L. Claster transferred by marital gift 526,249 shares of Common Stock to his wife Susan Claster who then contributed the shares into the Susan Claster Grantor Trust.

ITEM 4.	PURPOSE OF TRANSACTION

	The Common Stock held by the CMCO Reporting Person and Non-CMCO Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of the shares were made in the ordinary course of CMCO Reporting Person’s business and the ordinary investing activities of the Non-CMCO Reporting Persons. CMCO Reporting Person has entered into an agreement dated as of December 15, 2008 (“Agreement”) with each Non-CMCO Reporting Person pursuant to which each Non-CMCO Reporting Person (a) agrees not to sell or transfer shares of Common Stock (currently owned and acquired in the future) without the consent of the CMCO Reporting Person; and (b) grants to CMCO Reporting Person a proxy to vote its or his or her shares of Common Stock. The Agreement was filed as Exhibit 2 to Amendment No. 4 to this Schedule 13D. Shares of Common Stock acquired after the date of the Agreement are subject to the terms and provisions of the Agreement. The Susan Claster Grantor Trust executed a joinder to this Agreement dated November 23, 2010 (“Joinder”) agreeing to be bound by the Agreement and granting a proxy to the CMCO Reporting Perso n. The Joinder is filed as an Exhibit to this Amendment No. 6. The Reporting Persons have acquired their shares of Common Stock of the Issuer for investment. Except as set forth herein, the Reporting Persons have no plans or proposals as of the date of this Amendment No. 6 that would relate to or would result in any action enumerated in Item 4(a) through (j) of Schedule 13D. The Reporting Persons currently hold their shares for investment purposes. However, the Reporting Persons intend to closely monitor the Issuer’s performance and may modify their plans in the future. The Reporting Persons reserve their right to contact members of the Issuer’s board of directors or management from time to time to discuss shareholder concerns. The Reporting Persons reserve their right to communicate with other shareholders, industry participants and other interested parties concerning the Issuer.

Page 23 of 39

ITEM 5	INTEREST IN SECURITIES OF THE ISSUER

	(a), (b) As of the date hereof, the CMCO Reporting Person owns 500,002 shares of Common Stock, representing 2.21% of the Common Stock outstanding and deemed to be outstanding based upon the Issuer’s Form 10-Q for the quarter ended September 30, 2010 on file with the Securities and Exchange Commission. As of the date hereof, the Non-CMCO Reporting Persons own 2,805,293 shares of Common Stock, representing 12.43% of the Common Stock outstanding, as follows:

Name of Non-CMCO Reporting Person	Number of Shares Owned	%
BIC Partners	100,000		.44
Andrew M. Boas	661,796		2.93
Susan Claster Grantor Trust	526,249		2.33
Carol A. Boas	60,862		.27
Katherine Boas Trust of 2001	60,862		.27
Benjamin W. Boas Grantor 2006 Trust	60,862		.27
Esther E. Boas Trust	60,862		.27
Hallie Boas Trust of 2007	60,862		.27
Rebecca Boas Trust of 2008	60,862		.27
Jessie Rachel Boas Trust of 2008	60,862		.27
Samuel Robert Boas Trust of 2008	60,862		.27
Daniel C. Claster Grantor Trust	100,000		.44
Matthew L. Claster Trust 2004	100,000		.44
Bari Claster Trust	100,000		.44
Carolyn G. Marks	182,588		.81
Linda Katz	182,588		.81
Constance A. Marks	182,588		.81
Nancy A. Marks	182,588		.81

	The CMCO Reporting Person has the sole power to vote and dispose of the Shares owned by it. The CMCO Reporting Person has the shared power to vote and dispose of the Shares owned by the Non-CMCO Reporting Persons. Each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons.

	(c) On November 23, 2010, Mark L. Claster transferred by marital gift 526,249 shares of Common Stock to his wife Susan Claster who then contributed the shares into the Susan Claster Grantor Trust.

	(d) No person other than the Reporting Persons are 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 reported in this Schedule 13D.

	(e) Not applicable.

Page 24 of 39

ITEM 6	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.

	Except for the matters described herein, including Item 4, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person has any contract, arrangement, understanding or relationship with any person with respect to the shares of Common Stock of the Issuer owned by the Reporting Persons.

ITEM 7	MATERIAL TO BE FILED AS EXHIBITS.

	Exhibit 1 - Joint Filing Agreement dated November 23, 2010, among Reporting Persons. Exhibit 2 - Joinder executed by Susan Claster Grantor Trust.

Page 25 of 39

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 23, 2010	CARL MARKS & CO. INC.

	By:	/s/ Mark L. Claster
		Mark L. Claster, President

	BIC PARTNERS

	By:	/s/ Mark L. Claster
		Name:	Mark L. Claster
		Title:	General Partner

	/s/ Andrew M. Boas
	ANDREW M. BOAS

	SUSAN CLASTER GRANTOR TRUST

	By:	/s/ Mark L. Claster
		Name:	Mark L. Claster
		Title:	Trustee

	/s/ Carol A. Boas
	CAROL A. BOAS

	KATHERINE BOAS TRUST OF 2001

	By:	/s/ Richard S. Boas
		Name:	Richard S. Boas
		Title:	Trustee

Page 26 of 39

BENJAMIN W. BOAS GRANTOR 2006 TRUST

By:	/s/ Richard S. Boas
	Name:	Richard S. Boas
	Title:	Trustee

ESTHER E. BOAS TRUST

By:	/s/ Richard S. Boas
	Name:	Richard S. Boas
	Title:	Trustee

HALLIE BOAS TRUST OF 2007

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

REBECCA BOAS TRUST OF 2008

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

JESSIE RACHEL BOAS TRUST OF 2008

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

SAMUEL ROBERT BOAS TRUST OF 2008

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

Page 27 of 39

DANIEL C. CLASTER GRANTOR TRUST

By:	/s/ Mark L. Claster
	Name:	Mark L. Claster
	Title:	Trustee

MATTHEW L. CLASTER TRUST 2008

By:	/s/ Mark L. Claster
	Name:	Mark L. Claster
	Title:	Trustee

BARI CLASTER TRUST

By:	/s/ Mark L. Claster
	Name:	Mark L. Claster
	Title:	Trustee

/s/ Carolyn G. Marks
CAROLYN G. MARKS

/s/ Linda Katz
LINDA KATZ

/s/ Constance A. Marks
CONSTANCE A. MARKS

/s/ Nancy A. Marks
NANCY A. MARKS

EX-1 2 ex_1.htm EXHIBIT 1 Unassociated Document

Page 28 of 39

Exhibit 1

JOINT FILING STATEMENT

Pursuant to Rule 13d-1(k)(1), we, the undersigned hereby express our agreement that the Schedule 13D for ATS Corporation is filed on behalf of each of us. This agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

Dated: November 23, 2010	CARL MARKS & CO. INC.

	By:	/s/ Mark L. Claster
		Mark L. Claster, President

	BIC PARTNERS

	By:	/s/ Mark L. Claster
		Name:	Mark L. Claster
		Title:	General Partner

	/s/ Andrew M. Boas
	ANDREW M. BOAS

	SUSAN CLASTER GRANTOR TRUST

	By:	/s/ Mark L. Claster
		Name:	Mark L. Claster
		Title:	Trustee

	/s/ Carol A. Boas
	CAROL A. BOAS

	KATHERINE BOAS TRUST OF 2001

	By:	/s/ Richard S. Boas
		Name:	Richard S. Boas
		Title:	Trustee

Page 29 of 39

BENJAMIN W. BOAS GRANTOR 2006 TRUST

By:	/s/ Richard S. Boas
	Name:	Richard S. Boas
	Title:	Trustee

ESTHER E. BOAS TRUST

By:	/s/ Richard S. Boas
	Name:	Richard S. Boas
	Title:	Trustee

HALLIE BOAS TRUST OF 2007

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

REBECCA BOAS TRUST OF 2008

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

JESSIE RACHEL BOAS TRUST OF 2008

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

SAMUEL ROBERT BOAS TRUST OF 2008

By:	/s/ Andrew M. Boas
	Name:	Andrew M. Boas
	Title:	Trustee

Page 30 of 39

DANIEL C. CLASTER GRANTOR TRUST

By:	/s/ Mark L. Claster
	Name:	Mark L. Claster
	Title:	Trustee

MATTHEW L. CLASTER TRUST 2008

By:	/s/ Mark L. Claster
	Name:	Mark L. Claster
	Title:	Trustee

BARI CLASTER TRUST

By:	/s/ Mark L. Claster
	Name:	Mark L. Claster
	Title:	Trustee

/s/ Carolyn G. Marks
CAROLYN G. MARKS

/s/ Linda Katz
LINDA KATZ

/s/ Constance A. Marks
CONSTANCE A. MARKS

/s/ Nancy A. Marks
NANCY A. MARKS

EX-2 3 ex_2.htm EXHIBIT 2 Unassociated Document

Page 31 of 39

EXHIBIT 2

JOINDER TO AGREEMENT

This Joinder dated November 23, 2010 (“Joinder”) to Agreement dated as of December 15, 2008, by and among Carl Marks & Co. Inc., a New York corporation (“CMCO”) and a stockholder of ATS Corporation, a Delaware corporation (“Company”), and other stockholders of the Company including the Susan Claster Grantor Trust (“Stockholder”), a trust and a stockholder of the Company.

Recitals

WHEREAS, each of CMCO and the Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of shares of the outstanding common stock, $0.0001 par value per share, of the Company (the “Shares”);

WHEREAS, the Stockholder wishes to agree to and be bound by the Agreement, which was executed on December 15, 2008 by CMCO and certain stockholders of the Company, including Mark L. Claster, the prior owner of the Shares who transferred (“Transfer”) them by marital gift to his wife Susan Claster who then contributed the Shares to the Stockholder;

WHEREAS, it is a condition to the Transfer that the Stockholder execute this Joinder;

WHEREAS, the Stockholder agrees (i) not to transfer or otherwise dispose of any of such Stockholder’s Shares, or any and all other shares or securities of the Company issued, issuable, exchanged or exchangeable in respect of any Shares, without the consent of CMCO, and (ii) to vote such Stockholder’s Shares as set forth herein.

NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties agree as follows:

1.	Agreement on Transfer and Sale of Shares.

	1.1	Transfer and Encumbrance. The Stockholder agrees to be subject to such Stockholder’s Proxy (as defined in Section 3) and agrees that it will not, directly or indirectly, (i) transfer, sell, assign, give, exchange or pledge, or otherwise dispose of or encumber the Stockholder’s Shares, or to make any offer or agreement relating thereto, at any time without the consent of CMCO; (ii) deposit any of the Stockholder’s Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Stockholder’s Shares or grant any proxy (except for the Proxy (as defined in Section 3 below)) or power of attorney with respect thereto, in each case, in a manner that conflicts or may conflict with the Stockholder’s obligations hereunder , or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer, exchange or other disposition of or transfer of any interest in or the voting of any of the Stockholder’s Shares, in each case, in a manner that conflicts or may conflict with the Stockholder’s obligations hereunder or without the consent of CMCO.

Page 32 of 39

	1.2	New Shares. The Stockholder agrees that any shares or securities of the capital stock of the Company that the Stockholder purchases or with respect to which the Stockholder otherwise acquires beneficial ownership after the date of this Agreement (“New Shares”), and any and all other shares or securities of the Company issued, issuable, exchanged or exchangeable in respect of any New Shares, shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. Upon any purchases of New Shares, CMCO shall amend Exhibit B-1 of the Agreement to reflect the revised ownership Share numbers of the Stockholders.

2.	Agreement To Vote. At every meeting of the stockholders of the Company called with respect to any of the following, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any matter subject to a stockholder vote or consent, the Stockholder agrees to vote such Stockholder’s Shares or New Shares (as applicable) in the same manner as directed by CMCO. Other than the Proxy, the Stockholder will not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with this Section 2.

3.	Proxy. Concurrent with the execution of this Agreement, the Stockholder agrees to deliver to CMCO a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the extent provided in Section 212 of the Delaware General Corporation Law, covering the total number of Shares or New Shares (as applicable) beneficially owned or as to which beneficial ownership is acquired (as such term is defined in Rule 13d-3 under the Exchange Act) by such Stockholder. The Proxy shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of the Stockholder or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If after the execution hereof, the Stockholder should die or become incapacitated, or if any trust or estate holding the Shares or New Shares (as applicable) should be terminated, or if any corporation or partnership holding the Shares or New Shares (as applicable) should be dissolved or liquidated, or if any other such similar event or events shall occur, certificates representing the Shares or New Shares (as applicable) shall be delivered by or on behalf of the Stockholder in accordance with the terms and conditions of this Agreement, and actions taken by CMCO hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not CMCO has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Page 33 of 39

4.	Representations, Warranties and Covenants of Stockholder. The Stockholder hereby represents, warrants and covenants to CMCO that:

	4.1	Ownership. The Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Shares, in each case free and clear of all liens.

	4.2	Authorization. The Stockholder has all requisite power and authority to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated hereby and thereby and has sole voting power and sole power of disposition, with respect to all of the Shares with no restrictions on its voting rights or rights of disposition pertaining thereto. The Stockholder has duly executed and delivered this Agreement, and this Agreement is a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms.

	4.3	No Violation. Neither the execution, delivery and performance of this Agreement or the Proxy nor the consummation of the transactions contemplated hereby and thereby will (i) require the Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental or regulatory entity, or any other entity (other than the filing of a Schedule 13D, Schedule 13G or amendment thereto, if applicable); (ii) violate, or cause a breach of or default (or an event which with notice or the lapse of time or both would become a default) under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental or regulatory entity, or any other entity or any arbitration awar d binding upon the Stockholder; or (iii) cause the acceleration of any obligation under or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrances on any property or asset of the Stockholder pursuant to any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which the Stockholder is subject or by which the Stockholder or any of the Stockholder’s properties or assets are bound. No proceedings are pending which, if adversely determined, will have a material adverse effect on any ability to vote or dispose of any of the Shares.

5.	Further Assurances. The Stockholder hereby covenants and agrees to execute and deliver, or cause to be executed or delivered, such additional proxies, consents, waivers and other instruments, and undertake any and all further action, necessary or desirable, in the reasonable opinion of CMCO to carry out the purpose and intent of this Agreement.

6.	Termination. This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further force or effect as of the date when CMCO sells or otherwise disposes of all of its securities owned in the Company; provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement and/or the Proxy prior to such date.

Page 34 of 39

7.	Miscellaneous.

	7.1	Waiver. No waiver by any party hereto of any condition or any breach of any term or provision set forth in this Agreement shall be effective unless in writing and signed by each party hereto. The waiver of a condition or any breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of any other previous or subsequent breach of any term or provision of this Agreement.

	7.2	Severability. In the event that any term, provision, covenant or restriction set forth in this Agreement, or the application of any such term, provision, covenant or restriction to any person, entity or set of circumstances, shall be determined by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent, the remainder of the terms, provisions, covenants and restrictions set forth in this Agreement, and the application of such terms, provisions, covenants and restrictions to persons, entities or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall remain in full force and effect, shall not be impaired, invalidated or otherwise affected and shall continue to be valid and enfor ceable to the fullest extent permitted by applicable law.

	7.3	Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other; Any purported assignment without such consent shall be void.

	7.4	Amendment and Modification. This Agreement may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by the parties hereto.

	7.5	Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision, rule or principle (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Page 35 of 39

		7.6	Jurisdiction. The parties to this Agreement agree that any suit, action or proceeding arising out of, or with respect to, this Agreement or the Proxy, or any judgment entered by any court in respect thereof shall be brought in the courts of New York, New York County or in the U.S. District Court for the Southern District of New York as the commencing party may elect, and the Stockholder hereby accepts the exclusive jurisdiction of those courts for the purpose of any suit, action or proceeding. In addition, the Stockholder hereby irrevocably waives, to the fullest extent permitted by law, any objection which the Stockholder may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or such StockholderR 17;s Proxy or any judgment entered by any court in respect thereof brought in New York, New York County or the U.S. District Court for the Southern District of New York, as selected by the commencing party, and hereby further irrevocably waives any claim that any suit, action or proceedings brought in New York or in such District Court has been brought in an inconvenient forum.

		7.7	Entire Agreement. This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matters.

		7.8	Notices. All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, telecopied, sent by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or at such other address for a party as shall be specified by like notice):

If to CMCO:	Carl Marks & Co. Inc.
	900 Third Avenue
	33rd Floor
	New York, New York 10022

If to the Stockholder:	To the address for notice set forth on the signature page hereof.


		7.9	Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or the Proxy, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled after a final, non-appealable judgment that this Agreement has been breached by the non-prevailing party and such breach has caused actual damages to the prevailing party. In no event shall the prevailing party be entitled to consequential, speculative or punitive damages.

		7.10	Remedies Not Exclusive. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

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		7.11	Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PROXY OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

		7.12	Counterparts. This Agreement may be executed in any number of counterparts and delivered by facsimile, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute but one and the same instrument.

		7.13	Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

		7.14	Disclosure. The Stockholder hereby authorizes CMCO to publish or disclose in any reports filed with the SEC by CMCO, including, without limitation, a Schedule 13D, its identity and the nature of its commitments, arrangements and understandings under this Agreement, and execute a joint filing agreement for such Schedule 13D.

		7.15	Consent of Spouse. If the Stockholder is married, the Stockholder either (a) acknowledges that he is not a domiciliary resident of a “community property” state or (b) agrees to deliver to CMCO the Consent of Spouse attached hereto as Exhibit B on the date hereof.

[SIGNATURE PAGE APPEARS ON NEXT PAGE]

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In Witness Whereof, the parties have caused this Agreement to be duly executed on the day and year first above written.

CARL MARKS & CO. INC.


By:	/s/	Robert A. Speer
	Name:	Robert A. Speer
	Title:	Chief Financial Officer

STOCKHOLDER:

SUSAN CLASTER GRANTOR TRUST

By:	/s/	Marl L. Claster
	Name:	Mark L. Claster
	Title:	Trustee

	Stockholder’s Address for Notice:

	c/o Carl Marks & Co. Inc.
	900 Third Avenue
	33rd Floor
	New York, New York 10022

	Shares beneficially owned:

	526,249 shares of the Company Common Stock.

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EXHIBIT A

PROXY TO VOTE STOCK OF THE COMPANY

The undersigned stockholder of ATS Corporation., a Delaware corporation (the “Company”), hereby irrevocably (to the full extent permitted by Section 212 of the Delaware General Corporation Law), appoints Carl Marks & Co. Inc., a New York corporation (“CMCO”) as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued, issuable, exchanged or exchangeable in respect thereof on or after the date hereof (collectively, the “Securities&# 8221;) in accordance with the terms of this Proxy. The Securities beneficially owned by the undersigned stockholder of the Company as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Securities are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Securities until after the date that CMCO sells all Securities in the Company owned by it (“Termination Date”).

This Proxy is irrevocable (to the extent provided in Section 212 of the Delaware General Corporation Law), is coupled with an interest and is granted pursuant to that certain Agreement dated as of December 15, 2008 by and among CMCO and the Stockholders of the Company named in the Agreement, which the undersigned stockholder agrees to effective November 23, 2010.

The attorneys and proxies named above, and each of them are hereby authorized and empowered by the undersigned, at any time prior to the Termination Date, to act as the undersigned’s attorney and proxy to vote the Securities, and to exercise all voting and other rights of the undersigned with respect to the Securities (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the Delaware General Corporation Law), at every annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any postponement or adjournment thereof and in every written consent in lieu of such meeting on any matter submitted to the Stockholders for vote or consent.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

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This Proxy is irrevocable (to the extent provided in Section 212 of the Delaware General Corporation Law). This Proxy shall terminate, and be of no further force and effect, automatically upon the Termination Date.

Dated: November 23, 2010	SUSAN CLASTER GRANTOR TRUST

	By:	/s/	Mark L. Claster
		Name:	Mark L. Claster
		Title:	Trustee

	Shares beneficially owned:

	526,249 shares of the Company Common Stock