SC 13D 1 elmg-13d_mmimcm.htm SCHEDULE 13D elmg-13d_mmimcm.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. )1

EMS Technologies, Inc.
(Name of Issuer)

Common Stock, $.10 par value
(Title of Class of Securities)

26873N108
(CUSIP Number)

Jerome J. Lande
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 6, 2010
(Date of Event Which Requires Filing of This Statement)

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

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
 
 
1.
 
NAMES OF REPORTING PERSONS......MMI Investments, L.P.
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) x
 
(b) o
 
3.
 
SEC USE ONLY
 
 
 
4.
 
SOURCE OF FUNDS
 
WC
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
o
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7. SOLE VOTING POWER
 
950,000
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 
- 0 -
 
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 
950,000
PERSON
WITH
10. SHARED DISPOSITIVE POWER
 
- 0 -
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
 
950,000
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
 
14.
 
TYPE OF REPORTING PERSON
 
PN
 


 
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CUSIP No. 26873N108
    
 

1.
 
NAMES OF REPORTING PERSONS....MCM Capital Management, LLC
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) x
 
(b) o
 
3.
 
SEC USE ONLY
 
 
 
4.
 
SOURCE OF FUNDS
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
o
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7. SOLE VOTING POWER
 
950,000
 
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 
- 0 -
 
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 
950,000
 
PERSON
WITH
10. SHARED DISPOSITIVE POWER
 
- 0 -
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
 
950,000
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
 
14.
 
TYPE OF REPORTING PERSON
 
OO
 


 
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CUSIP No. 26873N108
    

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


 
- Page 4 of 11 -
 
CUSIP No. 26873N108
    
 
The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").
 
Item 1.
Security and Issuer
 
This statement relates to the Common Stock, par value $.10 per share (the "Shares"), of EMS Technologies, Inc., a Georgia corporation (the "Issuer").  The address of the principal executive offices of the Issuer is 660 Engineering Drive, Norcross, Georgia 30092.
 
Item 2.
Identity and Background
 
 
(a)        This statement is being filed on behalf of (i) MMI Investments, L.P., a Delaware limited partnership ("MMI Investments"), (ii) MCM Capital Management, LLC, a Delaware limited liability company that is the sole general partner of MMI Investments ("MCM") and (iii) Clay B. Lifflander ("Mr. Lifflander"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Set forth on Schedule I, annexed to this Statement and incorporated herein by reference, is the name, business address and present principal occupation or employment, and the name and address of any corporation or other organization in which such occupation or employment is conducted, of each voting member (each of whom is also an executive officer) of MCM as of the date hereof.
 
(b)        The principal business address of MMI Investments, MCM and Mr. Lifflander is 1370 Avenue of the Americas, New York, New York 10019.  
 
(c)        MMI Investments is engaged primarily in the business of investing in publicly traded securities. MCM is the sole general partner of MMI Investments and its principal business is investing in publicly traded securities.  The principal occupation of Mr. Lifflander is serving as President of MMI Investments.
 
(d)        No Reporting Persons nor, to each Reporting Person's knowledge, any individual listed on Schedule I, is required to disclose legal proceedings pursuant to Item 2(d) of Schedule 13D.
 
(e)        No Reporting Persons nor, to each Reporting Person's knowledge, any individual listed on Schedule I, is required to disclose legal proceedings pursuant to Item 2(e) of Schedule 13D.
 
(f)        To each Reporting Person's knowledge, each of the individuals identified on Schedule I is a citizen of the United States.
 
 
Item 3.
Source and Amount of Funds or Other Consideration
 
The aggregate purchase price of the 950,000 Shares owned by MMI Investments is $15,602,171; the source of funds is MMI Investments' working capital.
 
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CUSIP No. 26873N108
    
 
Item 4.
Purpose of Transaction
 
MMI Investments purchased the Shares as part of its investment activities.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their respective positions in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer (the "Board") concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.
 
- Page 6 of 11 -

 
CUSIP No. 26873N108
    
 
 
 
Item 5.
Interest in Securities of the Issuer
 
(a)-(b)              The aggregate percentage of Shares reported owned by each Reporting Person is based upon 15,307,081 Shares outstanding as of May 7, 2010, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2010. 

As of the close of business on July 16, 2010, MMI Investments directly owned 950,000 Shares, constituting approximately 6.2% of the Shares outstanding.  MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement.  MCM does not directly own any Shares.  However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments with respect to such Shares.  Mr. Lifflander does not directly own any Shares.  However, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Lifflander may be deemed to beneficially own the Shares owned by MMI Investments.  Mr. Lifflander disclaims beneficial ownership of such Shares, except to the extent of his pecuniary interest therein.
 
 Except as described above, as of the date hereof, to each Reporting Person's knowledge, none of the persons listed on Schedule I owns any Shares or has any right to acquire, directly or indirectly, any beneficial ownership of Shares.

(c)                      Except for the open market purchases of Shares by MMI Investments set forth in Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Shares during the past 60 days by MMI Investments, MCM or Mr. Lifflander, or, to each Reporting Person's knowledge, any of the persons listed on Schedule I.

(d)                      No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
 
 
(e)                      Not applicable.

- Page 7 of 11 -
 
CUSIP No. 26873N108
    
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
On July 16, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Other than as described herein, there are no 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.
 
Item 7.
Material to be Filed as Exhibits
 
 
99.1
Joint Filing Agreement by and among MMI Investments, L.P., MCM Capital Management, LLC and Clay B. Lifflander,  dated July 16, 2010.

 
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CUSIP No. 26873N108
    


SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  July 16, 2010

 
MMI INVESTMENTS, L.P.
   
 
By:
MCM Capital Management, LLC
General Partner
   
 
By:
  /s/ JEROME J. LANDE 
   
Jerome J. Lande
   
Executive Vice President


 
MCM CAPITAL MANAGEMENT, LLC
   
 
By:
  /s/ JEROME J. LANDE 
   
Jerome J. Lande
   
Executive Vice President


   /s/ CLAY B. LIFFLANDER 
 
Clay B. Lifflander


 

 
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CUSIP No. 26873N108
    

SCHEDULE I

MCM Capital Management, LLC ("MCM")
Voting Members and Executive Officers
 

 
Name and Business Address
Position and Principal Occupation
   
John S. Dyson
1370 Avenue of the Americas
New York, New York 10019
Voting Member and Chairman of MCM;
Voting Member and Chairman of Millcap Advisors, LLC ("Millcap"), a Delaware limited liability company
1370 Avenue of the Americas, New York, New York 10019
   
Clay B. Lifflander
1370 Avenue of the Americas
New York, New York 10019
Voting Member and President of MCM;
Voting Member and President of Millcap
   


 
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CUSIP No. 26873N108
    
SCHEDULE II

Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale
 
MMI Investments, L.P.
 
25,000
14.71
 7/1/2010
36,200
14.83
 7/6/2010
34,000
15.24
7/7/2010
25,000
16.01
7/8/2010
15,000
16.37
7/9/2010
25,000
16.65
7/12/2010
40,000
16.96
7/13/2010
15,100
17.02
7/14/2010
 
 

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