Schedule 13D Amendment No. 2

-----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, BztZaB6eQeIhIaVosx6O24K4IG5c1soWet3bunyZuF0tlvSnZRrjRi0q2Hb+9BJh rGKqE36T1/pzUs/Us0RCjw== 0001193125-11-032830.txt : 20110211 0001193125-11-032830.hdr.sgml : 20110211 20110211163546 ACCESSION NUMBER: 0001193125-11-032830 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: CHRIS KUCHANNY GROUP MEMBERS: OSMIUM CAPITAL MANAGEMENT LTD 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: 11599690 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: Osmium Special Situations Fund Ltd CENTRAL INDEX KEY: 0001395453 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PENTHOUSE SUITE STREET 2: 129 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 1 44 1 296 7131 MAIL ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ATS Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00211E104

(CUSIP Number)

Chris Kuchanny

Chairman

Osmium Special Situations Fund Ltd

Canon’s Court,

22 Victoria Street,

Hamilton, HM 11,

Bermuda

(441) 296 7130

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 11, 2011

(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 §§240.13d-1(e), 240.13d-1(f) or 249.13d-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 §240.13d-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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP NO. 00211E104
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Osmium Special Situations Fund Ltd
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power
		8.	Shared Voting Power 4,759,780
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 4,759,780
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,759,780
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 21.08%
14.	Type of Reporting Person (See Instructions) IV


CUSIP NO. 00211E104
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Osmium Capital Management Ltd
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power
		8.	Shared Voting Power 4,759,780
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 4,759,780
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,759,780
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 21.08%
14.	Type of Reporting Person (See Instructions) IA


CUSIP NO. 00211E104
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Chris Kuchanny
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power
		8.	Shared Voting Power 4,759,780
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 4,759,780
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,759,780
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 21.08%
14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) to Schedule 13D amends and supplement the Statement on Schedule 13D originally filed on February 5, 2010, as amended on October 25, 2010, with respect to the Common Stock, par value $0.0001 per share (the “Common Stock”) of ATS Corporation, a Delaware corporation (the “Issuer”). The address of the executive offices of the Issuer is 7925 Jones Branch Drive, McLean, Virginia 22102.

This Amendment No. 2 is being filed by Osmium Special Situations Fund Ltd (the “Fund”), Osmium Capital Management Ltd (“Osmium”), and Chris Kuchanny (“Mr. Kuchanny” and together with Osmium and the Fund, the “Reporting Persons”). Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D, as amended. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D, as amended. The Schedule 13D is hereby amended and supplemented by this Amendment No. 2 as follows:

Item 4.

Purpose of Transaction

On February 11, 2011, the Fund sent certain written materials (the “Proposal”) to the Issuer for inclusion in the proxy statement and notice of meeting to be sent to stockholders in connection with the forthcoming Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. The Proposal, attached hereto as Exhibit 1, requests the Board take steps to reorganize the board of directors into one class subject to election each year.

The Reporting Persons believe that the Issuer’s present market capitalization does not accurately reflect the underlying value of the Issuer’s U.S. federal service business, industry-leading margins, relatively low Department of Defense exposure, recently re-won long duration backlog and prospective contract opportunities. The Reporting Persons intend to work with the Board, management, shareholders and others to maximize value for all stakeholders.

Osmium effected the acquisition of the shares of Common Stock on behalf of the Fund for investment purposes, may effect purchases or sales of the Issuer’s stock at its discretion, and presently intends to contact members of the Issuer’s Board or management from time to time to discuss shareholder matters including, but not limited to, corporate governance and board composition. Osmium may take such actions from time to time as it deems necessary or appropriate to maximize the value of the Fund’s investment in the Issuer’s securities, including communication with other shareholders, industry participants and other interested parties concerning the Issuer. Osmium intends to review continuously the Fund’s investment in the Issuer and may in the future change its present course of action. Depending upon a variety of factors, including, without limitation, current and anticipated future trading prices of the Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, Osmium may cause the sale of all or part of the shares of Common Stock held by the Fund, or may cause the purchase of additional securities of the Issuer, in privately negotiated transactions, as part of a cash tender offer or exchange offer, or otherwise. Any such purchases or sales may be made at any time without prior notice. Depending upon the foregoing factors or other factors not listed herein, the Reporting Persons may formulate other purposes, plans or proposals with respect to the Issuer, the Common Stock or other equity securities of the Issuer.

Item 5.

Interest in Securities of the Issuer

Item 5 hereby is supplemented as follows:

(a and b) As of the date of this Amendment No. 2, the Fund beneficially owns an aggregate of 4,759,780 shares of Common Stock (the “Shares”). The holdings of the Fund represent 21.08% of Issuer’s total outstanding Common Stock. By virtue of the relationship between the Reporting Persons, the Reporting Persons share voting and dispositive power over the Shares.

(d) Other than the Fund, which directly holds the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

Item 7.

Material to Be Filed as Exhibits

Cover letter and shareholder’s proposal submitted by the Fund to the Issuer on February 11, 2011 pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

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: February 11, 2011	Osmium Special Situations Fund Ltd

	/s/ Chris Kuchanny
	Name:	Chris Kuchanny
	Title:	Chairman

	Osmium Capital Management Ltd

	/s/ Chris Kuchanny
	Name:	Chris Kuchanny
	Title:	Chairman & CEO

	/s/ Chris Kuchanny
	Name:	Chris Kuchanny

EX-1 2 dex1.htm COVER LETTER Cover letter

Exhibit 1

February 11, 2011

ATS Corporation

7925 Jones Branch Drive

McLean, Virginia 22101

Attention: Joann O’Connell, Corporate Secretary

Dear Ms. O’Connell,

Enclosed please find a proposal (the “Proposal”) to be voted on by the stockholders of ATS Corporation (the “Company”) at the 2011 Annual Meeting of Stockholders of the Company (the “Annual Meeting”). The Proposal is submitted by Osmium Special Situations Fund Ltd (the “Proponent”) and, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, is being sent to the Company for inclusion in the proxy statement and notice of meeting to be sent to stockholders in connection with the Annual Meeting.

Pursuant to Rule 14a-8(b), the Proponent is eligible to submit the Proposal because the Proponent has continuously held over $2000 in market value, or 1%, of the Company’s securities entitled to be voted on the Proposal at the Annual Meeting for at least one year prior to the date hereof. ¹ The Proponent intends to continue ownership of such securities through the date of the Annual Meeting.

Pursuant to the guidelines set forth under the heading “Stockholders’ Proposals for the 2011 Annual Meeting” in the Definitive Proxy Statement and Notice of 2010 Annual Meeting of Stockholders (the “2010 Proxy Statement”), this letter is being submitted to the Company not earlier than the close of business on January 18, 2011 and not later than the close of business on February 17, 2011.²

Sincerely,


Osmium Special Situations Fund Ltd

/s/ Chris Kuchanny
Name:		Chris Kuchanny
Title:		Chairman

On April 13, 2007, the Proponent filed with the Securities and Exchange Commission (the “Commission”) a Schedule 13G (the “Schedule 13G”) related to the ownership of 1,448,500 shares of common stock, $.0001 par value (“Common Stock”) of the Company (formerly known as Federal Services Acquisition Corporation) as of September 21, 2006. On April 13, 2007, the Proponent filed with the Commission Amendment No. 1 to the Schedule 13G related to the ownership of 2,089,200 shares of Common Stock as of January 29, 2007. On February 5, 2010, the Proponent filed with the Commission a Schedule 13D (the “Schedule 13D”) related to the ownership of 4,106,103 shares of Common Stock as of February 3, 2010. On October 25, 2010, the Proponent filed with the Commission Amendment No. 1 to the Schedule 13D related to the ownership of 4,734,980 shares of Common Stock as of August 27, 2010. Copies of the Schedule 13G, Schedule 13D and all amendments thereto are enclosed.

The 2010 Proxy Statement instructs stockholders that “any stockholder who intends to present a proposal at the 2011 annual meeting and who wishes to have the proposal included in our proxy statement and form of proxy for that meeting must deliver the proposal to us at our executive offices not earlier than the close of business on January 18, 2011 and not later than the close of business on February 17, 2011…” The Proponent notes that its reliance on the dates set forth in the 2010 Proxy Statement have precluded the Proponent from submitting the Proposal in compliance with Rule 14a-8(e)(2). The Proponent refers the Company to Airborne Freight Corp., SEC Staff No-Action Letter (February 11, 1999) and Optelecom, Inc., SEC Staff No-Action Letter (April 6, 1999), in which the Commission stated that it did not believe an issuer could exclude a stockholder’s proposal from its proxy statement under Rule 14a-8(e) in situations where the issuer had presented an erroneous Rule 14a-8(e)(2) deadline in its proxy statement for the previous year’s annual meeting.

PROPOSAL

RESOLVED, that the stockholders of ATS Corporation (the “Company”) hereby request that the board of directors take all necessary steps (excluding those steps that must be taken by stockholders), in compliance with applicable law, to reorganize the board of directors into one class subject to election each year. The implementation of this proposal should be completed in a manner that does not affect the unexpired terms of directors elected to the board at or prior to the 2011 Annual Meeting of Stockholders.

SUPPORTING STATEMENT

Under the current board structure, each individual director faces election only once every three years. In our opinion, the staggered board impedes the ability of stockholders to clearly register their views on the performance of each individual director and facilitates the entrenchment of directors, regardless of whether such directors are carrying out their duties effectively.

We believe that the annual election of all directors would be beneficial because it would enable stockholders of the Company to convey to each director an unambiguous evaluation of such director’s annual performance. Annual elections would give stockholders the opportunity to regularly express to each director whether the stockholders agree or disagree with the actions taken by such director in the past year. The feedback that would be provided through annual elections could lead to an increased sense of accountability on the part of the directors, incentivizing them to improve their corporate governance practices and their overall performance, leading to higher value for stockholders. In addition, annual elections of each director would allow stockholders the opportunity to timely remove ineffective directors and replace them with directors that may be better able to implement the objectives of the Company.

Studies have shown that there is a correlation between mechanisms like staggered boards that entrench directors and lower firm value. For example, a Harvard study revealed “evidence that is consistent with market participants’ viewing staggered boards as bringing about a reduction in firm value” and “findings [that] are consistent with the view that the ongoing process of dismantling staggered boards, encouraged by institutional investors, could well contribute to increasing shareholder wealth.” (Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment, Lucien Bebchuk, Alma Cohen and Charles C.Y. Wang, available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1706806.) Perhaps in response to such studies, proposals to declassify boards have received overwhelming support in the past five years (see, e.g., Georgeson Inc.’s 2010 Annual Corporate Governance Review, which indicated that in each year from 2006 to 2010, of the companies surveyed, over 65% of votes cast on proposals to declassify boards were in favor of declassification).

We believe that the annual election of all directors is the most effective way that stockholders can influence the direction of the Company, communicate satisfaction or dissatisfaction to the board and ensure that the board of directors is continuously acting in the best interest of the Company’s stockholders. For these reasons, we urge our fellow stockholders to vote FOR this proposal.

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