SC 13D/A 1 adat070820.txt ADAT 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Authentidate Holding Corp. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 052666104 -------------------------------------------------------------------------------- (CUSIP Number) Clint Coghill Coghill Capital Management 1 N Wacker Dr. Ste. #4350 Chicago, IL 60606 312-324-2000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 2007 -------------------------------------------------------------------------------- (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 Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [x] 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. *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). ================================================================================ ------------------- ----------- CUSIP NO. 052666104 13D PAGE 2 OF 8 ------------------- ----------- -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). CCM Master Qualified Fund, Ltd.* 98-0363044 Coghill Capital Management, LLC.+* 36-4313801 Clint D. Coghill+* -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[ ] (b)[x] -------- ----------------------------------------------------------------------- 3 SEC USE ONLY -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC -------- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CCM Master Qualified Fund, Ltd.* - Cayman Islands Coghill Capital Management, LLC.+* - Delaware, USA Clint D. Coghill+* - USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------ ------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,434,804 OWNED BY EACH ------ ------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------ ------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,434,804 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,434,804 -------- ----------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CCM Master Qualified Fund, Ltd.* - CO Coghill Capital Management, LLC.+* - IA Clint D. Coghill+* - IN -------------------------------------------------------------------------------- ------------------- ----------- CUSIP NO. 052666104 13D PAGE 3 OF 8 ------------------- ----------- Schedule 13D Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, of Authentidate Holding Corp. (the "Issuer"). The address of the Issuer's principal offices is: 300 Connell Drive, 5th Floor Berkeley Hills, NJ 07922 Item 2. Identity and Background. ----------------------- (a) The name of the reporting persons are: CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+*. (b) The address of principal business office is: 1 N. Wacker Dr. Ste. #4350 Chicago, IL 60606 (c) Coghill Capital Management LLC+*, is an SEC registered investment advisor. (d) During the five years prior to the date hereof, CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and or Clint D. Coghill+* have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the five years prior to the date hereof, CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and or Clint D. Coghill+* have not been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation with respect to such laws. (f) Coghill Capital Management, LLC is incorporated in Delaware, USA. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Working Capital of CCM Master Qualified Fund, Ltd.* ------------------- ----------- CUSIP NO. 052666104 13D PAGE 4 OF 8 ------------------- ----------- Item 4. Purpose of Transaction. ---------------------- All shares were acquired for investment purposes. The Reporting Persons are in contact with the Issuer's Board of Directors ("Board") to express their views relating to the Issuer and its operations. In particular, the Reporting Persons believe that the Board should consider making certain changes to the Boards structure, and the Issuers capital structure. In addition, the Reporting Persons have made several suggestions relating to the implementation of the Issuers strategic business initiatives. The Reporting Persons intend to review their investment in the Issuer on a regular basis and, as a result thereof, may at any time, and from time to time determine, either alone or as part of a group,(a) to acquire additional securities of the Issuer, through open market purchases, in privately negotiated transactions, through a public tender offer or extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in clauses (a) through (i) of this Item 4 of Schedule 13D of the Exchange Act, as listed below. Notwithstanding anything contained herein, the Reporting Persons also intend to discuss matters of concern with the Management of the Issuer, and reserve the right to do so with their investors and with other shareholders of the Issuer. The Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the Issuer; (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions, which may impede the acquisition of control of the Issuer by any person; (g) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (i) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+* have beneficial ownership of 3,434,804 shares (9.9%). ------------------- ----------- CUSIP NO. 052666104 13D PAGE 5 OF 8 ------------------- ----------- (b) Number of Shares as to which CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+* have: (i) sole power to vote or to direct the vote: 0 shares of Common Stock. (ii) shared power to vote or to direct the vote: 3,434,804 shares of Common Stock (9.9%). (iii) sole power to dispose or to direct the disposition: 0 shares of Common Stock. (iv) shared power to dispose or to direct the disposition: 3,434,804 shares of Common Stock (9.9%). ------------------- ----------- CUSIP NO. 052666104 13D PAGE 6 OF 8 ------------------- ----------- (c) Transaction occurring during the past sixty days: N/A (d) N/A (e) N/A Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect ------------------------------------------------------------------- to Securities of the Issuer. --------------------------- In addition to the Shares beneficially held by the Reporting Persons, between May 23, 2005 and June 29, 2006, the CCM Master Qualified Fund, Ltd. (the "Master Fund") entered into certain total return equity swap agreements (the "Swaps") with securities brokers relating to 2,784,978 shares in the aggregate (the "Reference Shares"). Under the terms of these Swaps (i) the Master Fund will be obligated to pay to the broker any capital depreciation of the Reference Shares as of maturity, plus interest, and (ii) the broker will be obligated to pay to the Master Fund any capital appreciation of the Reference Shares as of maturity. Any dividends received by the broker on the Reference Shares during the term of the Swaps will be paid to the Master Fund. All balances will be cash settled at maturity and there will be no transfer of voting or dispositive power over the Reference Shares. Item 7. Material to be Filed as Exhibits. -------------------------------- None Explanation of Responses: * The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. + Principal of the investment manager or investment manager to the investment management entity in whose account the reported securities are held ------------------- ----------- CUSIP NO. 052666104 13D PAGE 7 OF 8 ------------------- ----------- 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: August 22, 2007 /S/ Clint D. Coghill+* ---------------------------- Clint D. Coghill+* /S/ Coghill Capital Management, LLC+* ---------------------------- Coghill Capital Management, LLC+* /S/ CCM Qualified Master Fund, Ltd.* ---------------------------- CCM Qualified Master Fund, Ltd.* ------------------- ----------- CUSIP NO. 052666104 13D PAGE 8 OF 8 ------------------- -----------