UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 27, 2010
(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.
SEC 1746 (3-06)
CUSIP No. 00211E104
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| 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) ¨
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| 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
4,734,980 | |||||
| 9. | Sole dispositive power
| |||||
| 10. | Shared dispositive power
4,734,980 | |||||
11. | Aggregate amount beneficially owned by each reporting person
4,734,980 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13. | Percent of class represented by amount in Row (11)
21.01% | |||||
14. | Type of reporting person (see instructions)
IV | |||||
2
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
4,734,980 | |||||
| 9. | Sole dispositive power
| |||||
| 10. | Shared dispositive power
4,734,980 | |||||
11. | Aggregate amount beneficially owned by each reporting person
4,734,980 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13. | Percent of class represented by amount in Row (11)
21.01% | |||||
14. | Type of reporting person (see instructions)
IA | |||||
3
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
4,734,980 | |||||
| 9. | Sole dispositive power
| |||||
| 10. | Shared dispositive power
4,734,980 | |||||
11. | Aggregate amount beneficially owned by each reporting person
4,734,980 | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13. | Percent of class represented by amount in Row (11)
21.01% | |||||
14. | Type of reporting person (see instructions)
IN | |||||
4
| Item 1. | Security and Issuer |
This Amendment No.1 to Schedule 13D (this “Amendment No. 1”) relates 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.
| Item 2. | Identity and Background |
Item 2(a) hereby is supplemented as follows:
(a) This Amendment No. 1 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”).
| Item 4. | Purpose of Transaction |
Item 4 hereby is amended and restated as follows:
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. 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. 1, the Fund beneficially owns an aggregate of 4,734,980 shares of Common Stock (the “Shares”). Osmium and the Fund share investment power and voting power with respect to the Shares. Mr. Kuchanny, who serves as the control person of Osmium, shares investment power and voting power with respect to the Shares reported by Osmium and the Fund. The holdings of the Fund represent 21.01% of Issuer’s total outstanding Common Stock.
(c) Since July 8, 2010 through the date hereof, Osmium, on behalf of the Fund, effected the purchases of shares of Common Stock in the open market as set forth on Exhibit 1 hereto. Exhibit 1 is incorporated by reference into this Item 5(c) as if restated in full.
(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 |
1. Exhibit 1
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.
| Date: October 25, 2010 | 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 | |||||
