-----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, MvRSeR5iEvV66TvidUbMH562eypR3jEnrHEaIdTeB0dJa8QTk6l0yDvbcIPP5YNI GV2uW/7QCU7otL7JuC7BeA== 0001019056-09-000197.txt : 20090217 0001019056-09-000197.hdr.sgml : 20090216 20090217135452 ACCESSION NUMBER: 0001019056-09-000197 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: LANCE W. HELFERT GROUP MEMBERS: PAUL J. ORFALEA GROUP MEMBERS: R. ATTICUS LOWE GROUP MEMBERS: WEST COAST ASSET MANAGEMENT, INC. GROUP MEMBERS: WEST COAST OPPORTUNITY FUND, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atlas Technology Group, Inc. CENTRAL INDEX KEY: 0001093636 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943308801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60833 FILM NUMBER: 09609855 BUSINESS ADDRESS: STREET 1: 2001 152ND AVENUE NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 415-674-5555 MAIL ADDRESS: STREET 1: 2001 152ND AVENUE NE CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: TRIBEWORKS INC DATE OF NAME CHANGE: 19991215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST COAST ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001276537 IRS NUMBER: 770559124 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2151 ALESSANDRO DR STREET 2: STE 100 CITY: VENTURA STATE: CA ZIP: 93001 BUSINESS PHONE: 8056535333 MAIL ADDRESS: STREET 1: 2151 ALESSANDRO DR STREET 2: STE 100 CITY: VENTURA STATE: CA ZIP: 93001 SC 13D/A 1 atlas_13da2.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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. 2)* Atlas Technology Group, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0004 ------------------------------------------------------- (Title of Class of Securities) 049432107 ------------------------------------------------------- (CUSIP Number) West Coast Asset Management, Inc. 1205 Coast Village Road Montecito, California 93108 Attention: R. Atticus Lowe Telephone: (805) 653-5333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 30, 2008 December 5, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 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 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 1 of 8 pages CUSIP No.: 049432107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Atticus Lowe 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 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) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING 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 [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON IN, HC Page 2 of 8 pages CUSIP No.: 049432107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance W. Helfert 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 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) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING 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 [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON IN, HC Page 3 of 8 pages CUSIP No.: 049432107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul J. Orfalea 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 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) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING 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 [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON IN, HC Page 4 of 8 pages CUSIP No.: 049432107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON West Coast Asset Management, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING 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 [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON CO, IA Page 5 of 8 pages CUSIP No.: 049432107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON West Coast Opportunity Fund, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING 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 [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON OO Page 6 of 8 pages EXPLANATORY NOTE This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed with respect to the beneficial ownership of common stock, par value $0.0004 (the "Common Stock"), of Atlas Technology Group, Inc. (the "Company" or the "Issuer"). This Amendment No. 2 supplements Items 3 and 4 and amends and restates in its entirety Item 5 of the Schedule 13D filed by (i) West Coast Opportunity Fund, LLC, a Delaware limited liability company (the "Fund"), (ii) West Coast Asset Management, Inc., a California corporation (the "Managing Member"), which serves as the managing member of the Fund, and (iii) R. Atticus Lowe, Lance W. Helfert and Paul J. Orfalea, the members of the Investment Committee of the Managing Member (the "Principals", and all of the foregoing, collectively, the "Filers"). ITEM 3. Source and Amount of Funds or Other Consideration The source and amount of funds used by the Fund in making the purchase of the 1,000,000 shares of Common Stock reported in this Amendment No. 2 was $150,000 in the aggregate from working capital. ITEM 4. Purpose of Transaction. On July 30, 2008, the Fund purchased 1,000,000 shares of Common Stock from the Issuer at a price of $0.15 per share. On December 5, 2008, a public auction was held on all of the assets of the Issuer, which were sold for $1 and a revenue sharing agreement with the buyer should the buyer generate income from the assets it acquired (which will inure to the benefit of the Issuer's creditors). As of such date, the Fund has deemed its shares of Common Stock of the Issuer to be worthless and no longer a viable asset. ITEM 5. Interest in Securities of the Issuer. (a) As of December 5, 2008, the Filers did not beneficially own any shares of Common Stock of the Issuer (and the information on the cover pages hereto reflects the same). As of July 30, 2008, the Fund directly owned 11,000,000 shares of Common Stock, representing 27.8% of all of the outstanding shares of Common Stock. The Managing Member and the Principals may be deemed to share (with each other and not with any third party) voting and/or dispositive power with respect to such shares, and disclaim beneficial ownership of such shares. The percentage set forth in this response is based on the 39,513,949 shares of Common Stock outstanding as of May 19, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008. (b) The Managing Member and the Principals may be deemed to share power (with each other and not with any third party) to vote or direct the vote of and to dispose or direct the disposition of the 11,000,000 shares of Common Stock held by the Fund as of July 30, 2008. (c) Other than as set forth in Item 4, no transactions in the Common Stock have been effected by the Filers in the last sixty (60) days. (d) Not applicable. (e) As of December 5, 2008, the Filers ceased to be the beneficial owner of more than five percent (5%) of the Issuer's Common Stock. Page 7 of 8 pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct. Dated: February 17, 2009 WEST COAST OPPORTUNITY FUND, LLC WEST COAST ASSET MANAGEMENT, INC. R. ATTICUS LOWE LANCE W. HELFERT PAUL J. ORFALEA By: /s/ Linda Schuman -------------------------------------------------- Name: Linda Schuman Title: Chief Compliance Officer of the Managing Member (for itself and as Managing Member of the Fund) and Attorney-in-fact for each of the Principals Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----