-----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, DodtKTLH6lQyQZt9yWP2Sb5jirMp9iq1RN5w0Ee9j9cqkH0ZeMMn1aSVjIbGbwZb 5aLk9hoFZQFSUTp1kDn1mQ== 0001132413-09-000022.txt : 20091102 0001132413-09-000022.hdr.sgml : 20091102 20091102171502 ACCESSION NUMBER: 0001132413-09-000022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091102 DATE AS OF CHANGE: 20091102 GROUP MEMBERS: INTEGRATED CORE STRATEGIES (US) LLC GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iPCS, INC CENTRAL INDEX KEY: 0001108727 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 364350976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80001 FILM NUMBER: 091151863 BUSINESS ADDRESS: STREET 1: 1901 N. ROSELLE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60195 BUSINESS PHONE: 847 885 2833 MAIL ADDRESS: STREET 1: 1901 N. ROSELLE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60195 FORMER COMPANY: FORMER CONFORMED NAME: IPCS INC DATE OF NAME CHANGE: 20000308 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 13G 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 13G 1 ipcs_sc13g.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934



iPCS, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

44980Y305
(CUSIP Number)

October 22, 2009
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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.
 
44980Y305

SCHEDULE 13G

Page  
2
  of   
11

1
 NAMES OF REPORTING PERSONS
 
 Millenco LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 385,322
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 385,322
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 385,322
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.3%
12 TYPE OF REPORTING PERSON

 OO, BD


                     
CUSIP No.
 
44980Y305

SCHEDULE 13G

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3
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11

1
 NAMES OF REPORTING PERSONS
 
 Integrated Core Strategies (US) LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 104,800
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 104,800
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 104,800
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.6%
12 TYPE OF REPORTING PERSON

 OO


                     
CUSIP No.
 
44980Y305

SCHEDULE 13G

Page  
4
  of   
11

1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 490,122
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 490,122
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 490,122
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 3.0%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
44980Y305

SCHEDULE 13G

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5
  of   
11

1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 490,122
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 490,122
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 490,122
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 3.0%
12
 TYPE OF REPORTING PERSON

 IN

                     
CUSIP No.
 
44980Y305

 SCHEDULE 13G

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Item 1.    
 
(a) Name of Issuer:
 
   
 
  iPCS, Inc., a Delaware corporation (the "Company").
 
   
 
(b) Address of Issuer’s Principal Executive Offices:
 
   
 
 

1901 North Roselle Road
Schaumburg, Illinois 60195

     
Item 2.
(a) Name of Person Filing:
 
(b) Address of Principal Business Office:
 
(c) Citizenship:
     
 
  Millenco LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
   
  (d) Title of Class of Securities:
common stock, par value $0.01 per share ("Common Stock")
 
  (e) CUSIP Number:
     
    44980Y305

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

                     
CUSIP No.
 
44980Y305

 SCHEDULE 13G

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11
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

   Note: As of October 22, 2009, Millenco LLC, a Delaware limited liability company ("Millenco"), was the beneficial owner of 563,834 shares of the Company’s Common Stock and Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), was the beneficial owner of 300,000 shares of the Company’s Common Stock, which collectively represented 5.2% of the Company’s outstanding Common Stock as of such date.

   As of the date of this filing, Millenco is the beneficial owner of 385,322 shares of the Company’s Common Stock and Integrated Core Strategies is the beneficial owner of 104,800 shares of the Company’s Common Stock.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Millennium Management is also the general partner of the managing member of Integrated Core Strategies, and 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. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities beneficially owned by Millenco and 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 securities owned by Millenco and Integrated Core Strategies.

(b) Percent of Class:   

   As of the date of this filing, Millennium Management and Mr. Englander may be deemed to beneficially own 490,122 shares or 3.0% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 16,539,190 shares of Common Stock outstanding as of October 23, 2009, as per the Company’s Schedule 14D-9 dated October 28, 2009.

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-


                     
CUSIP No.
 
44980Y305

 SCHEDULE 13G

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(ii) Shared power to vote or to direct the vote

   490,122 (See Item 4(b))

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   490,122 (See Item 4(b))

Item 5. Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


                     
CUSIP No.
 
44980Y305

SCHEDULE 13G

Page  
9
  of   
11

Exhibits:

Exhibit I:  Joint Filing Agreement, dated as of October 30, 2009, by and among Millenco LLC, Integrated Core Strategies (US) LLC, Millennium Management LLC and Israel A. Englander.


                     
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44980Y305

SCHEDULE 13G

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SIGNATURE

             

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: October 30, 2009

MILLENCO LLC

By: /s/Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

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

 

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.
 
44980Y305

SCHEDULE 13G

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11
  of   
11
                     
      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.01 per share, of iPCS, Inc., a Delaware corporation, 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: October 30, 2009

MILLENCO LLC

By: /s/Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

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

 

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


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