0001011443-09-000395.txt : 20090403
<sec-header>0001011443-09-000395.hdr.sgml : 20090403
<acceptance-datetime>20090403170357
ACCESSION NUMBER: 0001011443-09-000395
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20090403
DATE AS OF CHANGE: 20090403
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ADVANCED TECHNOLOGY ACQUISITION CORP.
CENTRAL INDEX KEY: 0001374796
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 680635064
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-82942
FILM NUMBER: 09732903
BUSINESS ADDRESS:
STREET 1: 14 A ACHIMEIR STREET
CITY: RAMAT GAN
STATE: L3
ZIP: 52587
BUSINESS PHONE: 011-972-3-751-3707
MAIL ADDRESS:
STREET 1: 14 A ACHIMEIR STREET
CITY: RAMAT GAN
STATE: L3
ZIP: 52587
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: HBK Management LLC
CENTRAL INDEX KEY: 0001448760
IRS NUMBER: 752622525
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 2101 CEDAR SPRINGS ROAD
STREET 2: SUITE 700
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 2147586107
MAIL ADDRESS:
STREET 1: 2101 CEDAR SPRINGS ROAD
STREET 2: SUITE 700
CITY: DALLAS
STATE: TX
ZIP: 75201
</acceptance-datetime></sec-header>
<document>
<type>SC 13D
</type><sequence>1
</sequence><filename>axc13d.txt
<text>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Advanced Technology Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
007556103
(CUSIP Number)
Jon L. Mosle
HBK Investments L.P.
2101 Cedar Springs Road, Suite 700
Dallas, TX 75201
(214) 758-6107
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 1, 2009
(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 Rule 13d-1(e), 3d-1(f), or 13d-1(g), check the
following box. /X/
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 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 ("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>
CUSIP No. 007556103
1. Name of Reporting Person.
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 3,892,556
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 3,892,556
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,892,556
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 14.4%
14. Type of Reporting Person: PN
</page><page>
CUSIP No. 007556103
1. Name of Reporting Person.
HBK Services LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 3,892,556
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 3,892,556
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,892,556
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 14.4%
14. Type of Reporting Person: OO
</page><page>
CUSIP No. 007556103
1. Name of Reporting Person.
HBK New York LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 3,892,556
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 3,892,556
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,892,556
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 14.4%
14. Type of Reporting Person: OO
CUSIP No. 007556103
1. Name of Reporting Person.
HBK Partners II L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 3,892,556
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 3,892,556
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,892,556
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 14.4%
14. Type of Reporting Person: PN
</page><page>
CUSIP No. 007556103
1. Name of Reporting Person.
HBK Management LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 3,892,556
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 3,892,556
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,892,556
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 14.4%
14. Type of Reporting Person: OO
</page><page>
CUSIP No. 007556103
1. Name of Reporting Person.
HBK Master Fund L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Cayman Islands
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 2,674,249
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 2,674,249
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,674,249
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 9.9%
14. Type of Reporting Person: PN
</page><page>
CUSIP No. 007556103
1. Name of Reporting Person.
HBK Special Opportunity Fund I L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Cayman Islands
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 1,218,307
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 1,218,307
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,218,307
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 4.5%
14. Type of Reporting Person: PN
</page><page>
Item 1. Security and Issuer
This statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, par value $0.0001 per share (the "Common Stock"), of Advanced
Technology Acquisition Corp., a Delaware corporation (the "Issuer"). The
Principal executive offices of the Issuer are located at 14 A Achimeir
Street, Ramat Gan, Israel 52587.
Certain of the Reporting Persons (as defined below) have previously
filed a statement on Schedule 13G on August 20, 2007, File Number 005-
82942, as amended by statements on Schedule 13G/A filed on February 1,
2008, File Number 005-82942, and January 26, 2009, File Number 005-82942, to
report their beneficial ownership of Common Stock of the Issuer that is the
subject of this Schedule 13D.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by HBK Investments L.P., a Delaware
limited partnership ("HBK Investments"); HBK Services LLC, a Delaware limited
liability company ("HBK Services"); HBK New York LLC, a Delaware limited
liability company ("HBK NY"); HBK Partners II L.P., a Delaware limited
partnership ("HBK Partners"); HBK Management LLC, a Delaware limited
liability company ("HBK Management"); HBK Master Fund L.P., a Cayman Islands
limited partnership ("HBK Master"); and HBK Special Opportunity Fund I L.P.,
a Cayman Islands limited partnership ("HBK SOFI", and together with HBK
Investments, HBK Services, HBK NY, HBK Partners, HBK Management and HBK
Master, the "Reporting Persons").
The Reporting Persons are making a single, joint filing on Schedule 13D.
The agreement among the Reporting Persons to file jointly (the "Joint Filing
Agreement") is attached hereto as Exhibit 1. Each Reporting Person disclaims
beneficial ownership of all shares of Common Stock, other than those reported
herein as being owned by it.
(b) The principal business address for each of HBK Investments, HBK
Services, HBK Partners and HBK Management is 2101 Cedar Springs Road,
Suite 700, Dallas, Texas 75201. The principal business address for HBK NY
is 350 Park Avenue, 20th Floor, New York, New York 10022. The principal
business address for HBK Master and HBK SOFI is c/o HBK Services LLC, 2101
Cedar Springs Road, Suite 700, Dallas, Texas 75201.
(c) HBK Master and HBK SOFI are private investment funds, each of which
has delegated discretion to vote and dispose of its investments to HBK
Investments. HBK Investments is an investment management firm that provides
investment management services to private investment funds. HBK Investments
has delegated discretion to vote and dispose of investments over which it has
discretion to HBK Services which, in turn, may from time to time delegate
and/or share discretion to vote and dispose of investments over which it has
discretion to HBK NY. Each of HBK Services and HBK NY is an investment
management firm. HBK Partners is the general partner of HBK Investments. HBK
Management is the general partner of HBK Partners and the managing member of
HBK Services and HBK NY. Pursuant to Instruction C to Form 13D promulgated
under the Act, information is also included herein with respect to the
following persons: HBK Capital L.P., a Delaware limited partnership ("HBK
Capital"); HBK Offshore Fund Ltd., a Cayman Islands corporation ("HBK
Offshore"); HBK Fund L.P., a Delaware limited partnership ("HBK Fund") and
Richard L. Booth, Laurence H. Lebowitz, William E. Rose, David C. Haley and
Jamiel A. Akhtar (collectively, the "HBK Managers" and together with HBK
Offshore, HBK Capital and HBK Fund, the "Additional HBK Persons"; the
Additional HBK Persons, together with the Reporting Persons, are referred to
herein as the "HBK Persons"). HBK Fund and HBK Offshore are general partners
of HBK Master. HBK Capital is the general partner of HBK Fund. The HBK
Managers are members of HBK Management and may control HBK Management. The
principal occupation of each of the HBK Managers is serving as a Managing
Director of HBK Investments. Each of the HBK Managers is a United States
citizen.
The principal office or business address of each of the Additional HBK
Persons is 2101 Cedar Springs Road, Suite 700, Dallas Texas, 75201.
(d) - (e) During the last five years, none of the HBK Reporting Persons,
nor to the best knowledge of the HBK Reporting Persons, any of the Additional
HBK Persons, has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) HBK Investments is a Delaware limited partnership; HBK Services is
a Delaware limited liability company; HBK NY is a Delaware limited liability
company; HBK Partners is a Delaware limited partnership; HBK Management is a
Delaware limited liability company; HBK Master is a Cayman Islands limited
partnership; and HBK SOFI is a Cayman Islands limited partnership.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock reported herein are held by HBK Master and
HBK SOFI. Funds to purchase the shares were derived from general working
capital and margin account borrowings made in the ordinary course of business
as and when required to open or carry positions in the margin account,
subject to applicable federal margin regulations, stock exchange rules and
credit policies. In such instances, the positions held in the margin account
are pledged as collateral security for the repayment of debit balances in the
account. The margin account may from time to time have debit balances. Since
other securities are held in the margin account, it is not possible to
determine the amounts, if any, of margin used to purchase the shares of
Common Stock reported herein. A total of approximately $29,380,355 was paid
to acquire the shares of Common Stock reported herein.
Item 4. Purpose of Transaction
Each of HBK Master and HBK SOFI acquired the shares of Common Stock for
investment in the ordinary course of its business because the Reporting
Persons believed, among other things, that the shares of Common Stock, when
purchased, were undervalued and represented an attractive investment
opportunity.
Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, the Reporting Persons have no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend
to review their investment in the Issuer on a continuing basis and may engage
in discussions with management, the board of directors, other shareholders of
the Issuer and other relevant parties concerning the business, operations,
management, governance, strategy and future plans of the Issuer. Depending
on various factors including, without limitation, the Issuer's financial
position and strategic direction, actions taken by the board of directors,
price levels of the Common Stock, other investment opportunities available to
the Reporting Persons, conditions in the securities market and general
economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment in the Issuer as they deem
appropriate including, without limitation, purchasing additional shares of
Common Stock or selling some or all of their shares of Common Stock, engaging
in short selling of or any hedging or similar transactions with respect to
the shares of Common Stock, and voting for or against and expressing support
for or against any proposals of the board of directors of the Issuer or other
shareholders of the Issuer. In evaluating any proposal by the Issuer to
acquire another company, the Reporting Persons will take into account, among
other factors, whether the value of the Common Stock following the
acquisition would likely exceed the amount of cash a holder of Common Stock
would receive upon liquidation of the Issuer. The Reporting Persons may at
any time change their intention with respect to any and all matters referred
to in Item 4 of this Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Each of HBK Investments, HBK Services, HBK NY, HBK Partners, HBK
Management, and HBK Master may be deemed to beneficially own the
2,674,249 shares of Common Stock held by HBK Master representing
approximately 9.9% of the outstanding shares of Common Stock. Each of HBK
Investments, HBK Services, HBK NY, HBK Partners, HBK Management, and HBK SOFI
may be deemed to beneficially own the 1,218,307 shares of Common Stock held
by HBK SOFI representing approximately 4.5% of the outstanding shares of
Common Stock. The percentages used herein are based upon the 26,953,125
shares of Common Stock reported to be outstanding as of March 30, 2009 by
the Issuer in its Form 10-K for the fiscal year ended December 31, 2008 filed
with the Securities and Exchange Commission on March 31, 2009.
HBK Master holds an aggregate of 590,900 warrants, each warrant entitling the
holder to purchase one share of the Issuer's common stock at a price of
$6.00(the "Warrants"). Each Warrant will become exercisable upon completion
of a business combination by the Issuer and will expire on June 18, 2011,
or earlier upon redemption. Because the Issuer has not completed a business
combination as of the filing date of this Schedule 13D, the shares of common
stock into which the Warrants are exercisable have not been included in the
number of shares beneficially owned as reported herein.
(b) None of the Reporting Persons has sole power to vote or direct the
vote or sole power to dispose or direct the disposition of shares of Common
Stock. Each of HBK Investments, HBK Services, HBK NY, HBK Partners, HBK
Management, and HBK Master has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the 2,674,249 shares of
Common Stock held by HBK Master. Each of HBK Investments, HBK Services, HBK
NY, HBK Partners, HBK Management, and HBK SOFI has shared power to vote or
direct the vote and shared power to dispose or direct the disposition of the
1,218,307 shares of Common Stock held by HBK SOFI.
(c) Information concerning transactions in the shares of Common Stock
effected by the Reporting Persons during the past sixty days is set forth in
Appendix A hereto.
(d) Except as otherwise disclosed herein, no person other than the
Reporting Persons 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 of Common Stock held by HBK Master and HBK SOFI.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Persons may, from time to time, enter into and dispose of
cash-settled equity swaps or other similar derivative instruments with one or
more counterparties that are based upon the value of the shares of Common
Stock, which transactions may be significant in amount. The profit, loss
and/or return on such contracts may be wholly or partially dependent on the
market value of the shares of Common Stock, the relative value of such shares
in comparison to one or more other financial instruments, indexes or
securities, a basket or group of securities in which such shares may be
included, or a combination of any of the foregoing. The Reporting Persons may
also, from time to time, enter into stock loan agreements with one or more
counterparties in the ordinary course of business pursuant to which the
Reporting Persons may lend their shares of Common Stock subject to recall at
their discretion.
Except as otherwise set forth herein, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
The following documents are filed as appendices and exhibits:
Appendix A: Transactions Effected During the Past Sixty Days
Exhibit 1: Joint Filing Agreement
SIGNATURES
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: April 3, 2009
HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK SERVICES LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK NEW YORK LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK PARTNERS II L.P.
By: HBK Management LLC
General Partner
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MANAGEMENT LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MASTER FUND L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK SPECIAL OPPORTUNITY FUND I L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
APPENDIX A
This Appendix sets forth information with respect to each purchase and sale
of Common Stock which were effectuated by a Reporting Person during the 60
days preceding April 1, 2009. All transactions were effectuated in the
open market through a broker.
Shares of Common Stock purchased or sold by HBK Master:
Date of Transaction Number of Shares Price Per Share ($)
Bought/(Sold)
4/1/09 1,200,000 7.79
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D may be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that
he or it knows or has reason to believe that such information is inaccurate.
DATED: April 3, 2009
HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK SERVICES LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK NEW YORK LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK PARTNERS II L.P.
By: HBK Management LLC
General Partner
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MANAGEMENT LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MASTER FUND L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK SPECIAL OPPORTUNITY FUND I L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory (1)
</page></text>
</filename></document>
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