-----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, AKJ9SCc8W/L6PNQgkofwklFG1wrtXSAHS7X5PhlVAt1QkxOcO0B6lSRb91nfBo2H 27WQuAN4ieVauu197K9INg== 0001079973-07-000082.txt : 20070202 0001079973-07-000082.hdr.sgml : 20070202 20070202163225 ACCESSION NUMBER: 0001079973-07-000082 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 GROUP MEMBERS: EUGENE C. MCCOLLEY GROUP MEMBERS: G. MICHAEL MACHENS GROUP MEMBERS: JAMES T. ROTHE GROUP MEMBERS: ROARING FORK CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATC HEALTHCARE INC /DE/ CENTRAL INDEX KEY: 0000720480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 112650500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36129 FILM NUMBER: 07576940 BUSINESS ADDRESS: STREET 1: 1983 MARCUS AVE STREET 2: STE E122 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5167501600 MAIL ADDRESS: STREET 1: 425 NORTH AVE EAST STREET 2: STE C115 CITY: WESTFIELD STATE: NJ ZIP: 07090 FORMER COMPANY: FORMER CONFORMED NAME: STAFF BUILDERS INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TENDER LOVING CARE HEALTH CARE SERVICES INC DATE OF NAME CHANGE: 19880404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roaring Fork Capital SBIC, L.P. CENTRAL INDEX KEY: 0001310175 IRS NUMBER: 710953148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8400 E PRENTICE AVENUE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-694-1300 MAIL ADDRESS: STREET 1: 8400 E PRENTICE AVENUE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 SC 13G/A 1 roaringfork_atcscd13ga.txt SCHEDULE 13-G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 Amendment No 2 ATC HEALTHCARE, INC. -------------------- (Name of Issuer) Class A Common Stock ----------------------------- (Title of Class of Securities) 00209C102 --------- (CUSIP Number) January 16, 2007 ---------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for the 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 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. 00209C102 (1) Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)(1) (a) Roaring Fork Capital SBIC, L.P. ("RFLP") Taxpayer I.D. No. 71-0953148 (b) Roaring Fork Capital Management, LLC ("RFLLC") Taxpayer I.D. No. 48-0879110 (c) Eugene C. McColley ("McColley"), James T. Rothe ("Rothe"), G. Michael Machens ("Machens") (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) (3) SEC Use Only ____________________________________________________ (4) Citizenship or Place of Organization: (a) Delaware, USA (b) Colorado, USA (c) USA Number of Shares (5) Sole Voting Power: 8,383,161(2) Beneficially Owned by Each Reporting (6) Shared Voting Power: 0 Person with: (7) Sole Dispositive Power: 8,383,161(2) (8) Shared Dispositive Power: 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 8,383,161(2) ________________________ (1) Joint filing pursuant to Rule 13D-1(k)(1). The record owner of the securities of the Issuer is RFLP. This Statement is also being filed on behalf of RFLLC, which is the sole general partner of RFLP, and McColley, Rothe and Machens, who are the Managers of RFLLC and, as principals of RFLLC, may be deemed to share indirect beneficial ownership of the securities which RFLLC may beneficially own. RFLLC and Messrs. McColley, Rothe and Machens disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests. (2) Consists of 3,714,935 shares of Class A Common Stock, 2,167,351 shares which may be acquired upon exercise of warrants, and 2,500,875 shares which may be acquired upon conversion of 6% Convertible Series C Preferred Stock. (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______ (11) Percent of Class Represented by Amount in Row (9): 18.2% (12) Type of Reporting Person (See Instructions): (a) PN (b) OO (c) IN, IN, IN Item 1. Name and Address of Issuer. (a)(b) Name and address of principal executive offices of Issuer: ATC Healthcare, Inc. 1983 Marcus Avenue Lake Success, NY 11042 Item 2. Roaring Fork Capital SBIC, L.P. - ------------------------------- (a) Name of person filing: Roaring Fork Capital SBIC, L.P. (b) Residence or Business Address: 5350 S. Roslyn St., Ste. 380 Greenwood Village, CO 80111 (c) Citizenship: Delaware, USA (d) Title and Class of Securities: Class A Common Stock (e) CUSIP Number: 00209C102 Roaring Fork Capital Management, LLC - ------------------------------------ (a) Name of person filing: Roaring Fork Capital Management LLC (b) Residence or Business Address: 5350 S. Roslyn St., Ste. 380 Greenwood Village, CO 80111 (c) Citizenship: Colorado, USA entity (d) Title and Class of Securities: Class A Common Stock (e) CUSIP Number: 00209C102 Eugene C. McColley - ------------------ (a) Name of person filing: Eugene C. McColley (b) Residence or Business Address: 5350 S. Roslyn St., Ste. 380 Greenwood Village, CO 80111 (c) Citizenship: USA (d) Title and Class of Securities: Class A Common Stock (e) CUSIP Number: 00209C102 James T. Rothe - -------------- (a) Name of person filing: James T. Rothe (b) Residence or Business Address: 5350 S. Roslyn St., Ste. 380 Greenwood Village, CO 80111 (c) Citizenship: USA (d) Title and Class of Securities: Class A Common Stock (e) CUSIP Number: 00209C102 G. Michael Machens - ------------------ (a) Name of person filing: G. Michael Machens (b) Residence or Business Address: 5350 S. Roslyn St., Ste. 380 Greenwood Village, CO 80111 (c) Citizenship: USA (d) Title and Class of Securities: Class A Common Stock (e) CUSIP Number: 00209C102 Item 3. N/A Item 4. Ownership. (a) Amount beneficially owned: 8,383,161 (b) Percent of class: 18.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 8,383,161* (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 8,383,161* (iv) Shared power to dispose or to direct the disposition of: 0 - ---------------------------- * Consists of 3,714,935 shares of Class A Common Stock, 2,167,351 shares which may be acquired upon exercise of warrants, and 2,500,875 shares which may be acquired upon conversion of 6% Convertible Series C Preferred Stock. Item 5-9. Ownership of Five Percent or Less of a Class N/A Item 10. Certification The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below I certify that, to the best of my 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. SIGNATURE After reasonable inquiry and to the best of the Reporting Person's knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: February 2, 2007 ROARING FORK CAPITAL SBIC, L.P. By: Roaring Fork Capital Management, LLC, its general partner By: /s/ Eugene C. McColley ---------------------- Eugene C. McColley Manager ROARING FORK CAPITAL MANAGEMENT, LLC, By: /s/ Eugene C. McColley ---------------------- Eugene C. McColley Manager /s/ Eugene C. McColley -------------------------------- Eugene C. McColley, individually /s/ James T. Rothe ---------------------------- James T. Rothe, individually /s/ G. Michael Machens -------------------------------- G. Michael Machens, individually -----END PRIVACY-ENHANCED MESSAGE-----