-----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, KebwcqY9xBouUfDQd0RKnzx2zLWAiCgaDCi8T8C/kBGNFvJA41PDHwRBALDiSviQ cg7luNWphff0Uu9opNylWg== 0001104659-07-073578.txt : 20071005 0001104659-07-073578.hdr.sgml : 20071005 20071005145132 ACCESSION NUMBER: 0001104659-07-073578 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071005 DATE AS OF CHANGE: 20071005 GROUP MEMBERS: DORSET MANAGEMENT CORP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Highlands Acquisition Corp CENTRAL INDEX KEY: 0001398632 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208924044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83166 FILM NUMBER: 071158998 BUSINESS ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: 22ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-428-2080 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: 22ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 a07-26130_1sc13g.htm SC 13D

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 
 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)


(Amendment No.     )(1)

 

Highlands Acquisition Corp.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

Not yet available

(CUSIP Number)

October 3, 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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(1) 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 (the "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).

 

 

 

 

 

 

Persons who 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. Not yet available

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
822,600

 

6.

Shared Voting Power
77,400

 

7.

Sole Dispositive Power
900,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
900,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

2



 

CUSIP No. Not yet available

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Dorset Management Corporation   11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
822,600

 

6.

Shared Voting Power
77,400

 

7.

Sole Dispositive Power
900,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
900,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

3



 

 

 

Item 1.

 

(a)

Name of Issuer
Highlands Acquisition Corp.

 

(b)

Address of Issuer’s Principal Executive Offices
One Paragon Drive
Suite 125
Montvale, NJ 07645

 

Item 2.

 

(a)

Name of Person Filing
David M. Knott; Dorset Management Corporation

 

(b)

Address of Principal Business Office or, if none, Residence
485 Underhill Boulevard, Suite 205
Syosset, New York 11791

 

(c)

Citizenship
David M. Knott - United States of America;
Dorset Management Corporation - New York

 

(d)

Title of Class of Securities
Common Stock, par value $0.0001 per share (“Common Stock”)

 

(e)

CUSIP Number
Not yet available

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), 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);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations 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).

 

 

4



 

Item 4.

Ownership
David M. Knott; Dorset Management Corporation
See Rows 5 through 9 and 11 on pages 2 and 3.

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

 

As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the number of shares of Common Stock of Highlands Acquisition Corp. (the “Company”) set forth on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person, which shares are a constituent part of the Company’s Units (“Units”) of which each Reporting Person may be deemed to hold the number set forth on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person.  Each Unit consists of (i) one share of Common Stock and (ii) one Warrant (“Warrant”).  Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $7.50.  Each Warrant will become exercisable on the later of the Company’s completion of a business combination and January 3, 2009, and will expire on October 3, 2012, or earlier upon redemption.  As of the date of this filing, the Company has not announced the completion of a business combination.

 

Item 5.

Ownership of Five Percent or Less of a Class   N/A

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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of securities reported herein.

 

Item 7.

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

N/A

 

Item 8.

Identification and Classification of Members of the Group

N/A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

 

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.

 

 

October 5, 2007

 

Date

 


/s/ David M. Knott

 

David M. Knott

 

 

 

 

 

DORSET MANAGEMENT CORPORATION

 


/s/ David M. Knott

 

David M. Knott, President

 

6


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