-----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, U5S3vFjiAXF97SW/4qqoYI5UvP0BBpeJcYsL/PvRKM0vhBYRu8Eslz/TKcx+NMAe V/ZMX/UQ2ulLCAB4DRRy2Q== 0001019056-08-001285.txt : 20081106 0001019056-08-001285.hdr.sgml : 20081106 20081106142430 ACCESSION NUMBER: 0001019056-08-001285 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081106 DATE AS OF CHANGE: 20081106 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: 081166564 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_13da1.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* 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 3, 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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-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 ("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 5 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) [ ] (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) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,960,703 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,960,703 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,960,703 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.76% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 ("Amendment No. 1") to the statement on Schedule 13D ("Schedule 13D") amends the Schedule 13D previously filed on November 3, 2008 by Carl Marks & Co. Inc., a New York corporation ("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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3. Source and Amount of Funds or other Consideration is hereby amended and supplemented as follows: On November 3, 2008, the Reporting Person acquired an additional 707,263 shares ("Shares") of Common Stock at $1.15 per share in an open market transaction and paid a total of $813,352.45 for the Shares. The funds used for the acquisition of the additional shares of Common Stock came from the working capital of the Reporting Person. No borrowed funds were used to purchase the additional Shares of Common Stock purchased by the Reporting Person. ITEM 4. PURPOSE OF TRANSACTION Item 4. Purpose of Transaction is hereby amended and supplemented as follows: The Common Stock being reported pursuant to this Amendment No. 1 and owned by the Reporting Person was acquired for, and is being held for, investment purposes. The acquisition of the Shares was made in the ordinary course of the Reporting Person's business. The Reporting Person plans to transfer a portion of the Shares to its affiliates in the near future. Such affiliates will pay the same price per Share as paid for by the Reporting Person. The Reporting Person and such affiliates will enter into a voting and sales agreement pursuant to which each affiliate will not sell Shares without the Reporting Person's consent and will vote Shares pursuant to the Reporting Person's proxy and instructions. The Reporting Person will file an amendment to this Schedule 13D upon the consummation of such sale and transfer of Shares to, and entering into such agreement with, its affiliates. The Reporting Person has acquired the Shares for investment. Except as set forth below, the Reporting Person has no plans or proposals as of the date of this filing that would relate to or would result in any action enumerated in Item 4(a) through (j) of Schedule 13D. The Reporting Person currently holds its shares for investment purposes. However, the Reporting Person intends to closely monitor the Issuer's performance and may modify its plans in the future. The Reporting Person reserves the right to contact members of the Issuer's board of directors or management from time to time to discuss shareholder concerns. The Reporting Person also reserves the right to communicate with other shareholders, industry participants and other interested parties concerning the Issuer and its Shares. Page 4 of 5 ITEM 5 INTEREST IN SECURITIES OF THE ISSUER Item 5. Interest in Securities of the Issuer is amended and supplemented as follows: (a), (b) As of the date hereof, the Reporting Person owns 1,960,703 shares of Common Stock, representing 8.76% of the Common Stock outstanding based upon the Issuer's Form 10-Q for the quarterly period ended June 30, 2008 on file with the Securities and Exchange Commission. The Reporting Person has the sole power to vote and dispose of the Shares. (c) The Reporting Person purchased the additional 707,263 Shares on the open market on November 3, 2008 and paid $1.15 per share or a total of $813,352.45 (without taking into account sales commissions). (d) No person other than the Reporting Person is 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 of Common Stock reported in this Schedule 13D. (e) Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer is hereby amended and supplemented as follows: Except for the matters described herein, including Item 4, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any affiliate of the Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the Shares or any other securities of the Issuer. Page 5 of 5 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 6, 2008 CARL MARKS & CO. INC. By: /s/ Mark L. Claster ------------------------------------- Mark L. Claster President -----END PRIVACY-ENHANCED MESSAGE-----