UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by
the Registrant
x
Filed by
a party other than the Registrant
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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ADVANCED
TECHNOLOGY ACQUISITION CORP.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined)
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials:
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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ADVANCED
TECHNOLOGY ACQUISITION CORP.
14
A Achimeir Street
Ramat
Gan, Israel 52587
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD JUNE [30], 2009
TO THE
STOCKHOLDERS OF ADVANCED TECHNOLOGY ACQUISITION CORP.:
You are
cordially invited to attend a special meeting of stockholders of Advanced
Technology Acquisition Corp. (“ATAC”) to be held at 10:00 a.m. Eastern Standard
Time on June [30], 2009 at the offices of ATAC’s counsel, Loeb & Loeb
LLP, 345 Park Ave., New York, NY 10154, for the sole purpose of considering
and voting upon:
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the
Plan of Liquidation, in substantially the form set forth in Annex A, and
the dissolution of ATAC; and
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authorizing
ATAC’s Board of Directors, in its discretion, to adjourn or postpone the
special meeting for further solicitation of proxies if there are not
sufficient votes at the originally scheduled time of the special meeting
to approve the alternative sets of
proposals.
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The Board
of Directors has fixed the close of business on June [10], 2009 as the date for
determining ATAC stockholders entitled to receive notice of and vote at the
special meeting and any adjournment thereof. Only holders of record of ATAC
common stock on that date are entitled to have their votes counted at the
special meeting or any adjournment.
ATAC
expects to file the Certificate of Dissolution with the Secretary of State of
the State of Delaware shortly after receiving the approval of its stockholders
to liquidate and dissolve and then distribute as soon as practicable
thereafter to the public stockholders the principal and interest (net of tax
liabilities, if any) then held in the trust account, including the amount held
in the trust account representing the deferred portion of the IPO underwriters’
fee, plus any of ATAC’s remaining unreserved net assets. ATAC
currently estimates that if the proposal to liquidate and dissolve is approved,
each public stockholder will receive a liquidating distribution of approximately
$8.12 per public share. However, the exact timing and amount will not be
determined until the time of such distribution.
Stockholder
approval of ATAC’s dissolution is required by Delaware law, under which ATAC is
organized. The affirmative vote of a majority of ATAC’s outstanding shares
of common stock will be required to approve the dissolution and Plan of
Liquidation. The Board of Directors intends to formally adopt the Plan of
Liquidation, as required by Delaware law, immediately following stockholder
approval of the dissolution and the Plan of Liquidation.
After
careful consideration of all relevant factors, the Board of Directors has
determined that the proposal to liquidate and dissolve is fair to and in the
best interests of ATAC and its stockholders, has declared it advisable and
unanimously recommends that you vote or give instruction to vote “FOR” the
proposal to liquidate and dissolve. In addition, the Board of
Directors has unanimously approved and declared advisable that it be
granted authority, in its discretion, to adjourn or postpone the special meeting
if necessary for further solicitation of proxies if there are not sufficient
votes at the originally scheduled time of the special meeting to approve the
alternative sets of proposals. Therefore, the Board of Directors
unanimously recommends that you vote “FOR” the adjournment
proposal.
The
special meeting has been called only to consider approval of the proposal to
liquidate and dissolve and the adjournment proposal. Under Delaware
law and ATAC’s bylaws, no other business may be transacted at the special
meeting.
Enclosed
is the proxy statement containing detailed information concerning the proposal
to liquidate and dissolve. Whether or not you plan to attend the special
meeting, we urge you to read this material and vote your
shares.
Dated:
June ___, 2009
By Order
of the Board of Directors,
Liora
Lev
Chief
Executive Officer and Director
Your
vote is important. Please sign, date and return your proxy card as soon as
possible to make sure that your shares are represented at the special meeting.
If you are a stockholder of record, you may also cast your vote in person at the
special meeting. If your shares are held in an account at a brokerage firm or
bank, you must instruct your broker or bank how to vote your shares, or you may
cast your vote in person at the special meeting by obtaining a proxy from your
brokerage firm or bank. Your failure to vote or instruct your broker or bank how
to vote will have the same effect as voting against the proposal to liquidate
and dissolve. Your failure to vote or instruct your broker or bank
how to vote will have no effect on the adjournment proposal
vote.
ADVANCED
TECHNOLOGY ACQUISITON CORP.
14
A Achimeir Street
Ramat
Gan, Israel 52587
SPECIAL
MEETING OF STOCKHOLDERS
TO
BE HELD JUNE [30], 2009
PROXY
STATEMENT
You are
cordially invited to attend a special meeting of stockholders of Advanced
Technology Acquisition Corp. (“ATAC”) to be held at 10:00 a.m. Eastern Standard
Time on June [30], 2009 at the offices of ATAC’s counsel, Loeb & Loeb
LLP, 345 Park Ave., New York, NY 10154, for the sole purpose of considering
and voting upon:
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the
Plan of Liquidation, in substantially the form set forth in Annex A, and
the dissolution of ATAC; and
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authorizing
ATAC’s Board of Directors, in its discretion, to adjourn or postpone the
special meeting for further solicitation of proxies if there are not
sufficient votes at the originally scheduled time of the special meeting
to approve the alternative sets of
proposals.
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The
special meeting has been called only to consider approval of the proposal to
liquidate and dissolve and the adjournment proposal. Under Delaware
law and ATAC’s bylaws, no other business may be transacted at the special
meeting.
The
record date for the special meeting is June [10], 2009. Record holders of ATAC
common stock at the close of business on the record date are entitled to vote or
have their votes cast at the special meeting. On the record date, there were
26,953,125 outstanding shares of ATAC common stock, including 21,562,500
outstanding shares of ATAC public common stock. ATAC’s warrants do not have
voting rights.
This
proxy statement contains important information about the meeting and the
proposals. Please read this proxy statement carefully and vote your
shares.
This
proxy statement is dated June ___, 2009 and is first being mailed to
stockholders on or about that date.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do
not contain all of the information that may be important to you. You should read
carefully the entire document, including the annexes to this proxy
statement.
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Q.
What is being voted on?
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A.
You are being asked to vote on the following two proposals:
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the
Plan of Liquidation, in substantially the form set forth in Annex A, and
the dissolution of ATAC; and
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authorizing
ATAC’s Board of Directors, in its discretion, to adjourn or postpone the
special meeting for further solicitation of proxies if there are not
sufficient votes at the originally scheduled time of the special meeting
to approve the alternative sets of proposals.
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Under
Delaware law and ATAC’s bylaws, no other business may be transacted at the
special meeting.
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Q.
What is the proposal to
liquidate
and dissolve?
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A.
The proposal to liquidate and dissolve would permit the Board of Directors
to dissolve ATAC and liquidate its remaining assets (including amounts in
the trust account).
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Q.
What happens if the proposal
to
liquidate and dissolve is
approved?
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A.
If the proposal to liquidate and dissolve is approved, ATAC expects to
file the Certificate of Dissolution with the Secretary of State of the
State of Delaware shortly thereafter and then distribute as soon as
practicable thereafter to the public stockholders the principal and
interest (net of tax liabilities, if any) then held in the trust account,
including the amount held in the trust account representing the deferred
portion of the Underwriters’ fee, plus any of ATAC’s remaining unreserved
net assets. ATAC currently estimates that, if the ATAC stockholders
approve the dissolution and Plan of Liquidation at the special meeting,
each public stockholder will receive a liquidating distribution of
approximately $8.12 per public share. However, the exact timing and amount
will not be determined until the time of such distribution.
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Q.
What does the proposed
Plan
of
Liquidation
provide for?
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A.
The proposed Plan of Liquidation described in and attached as Annex A to
this proxy statement provides for the discharge of ATAC’s liabilities and
the winding-up of its affairs, including the distribution to the public
stockholders of the principal and interest (net of tax liabilities, if
any) then held in the trust account, including the amount held in the
trust account representing the deferred portion of the IPO Underwriters’
fee, plus any of ATAC’s remaining unreserved net assets, as contemplated
by ATAC’s amended and restated certificate of incorporation and IPO
prospectus. ATAC’s initial stockholders, directors and officers
have agreed to waive their respective rights to participate in any
liquidation distribution occurring upon ATAC’s failure to consummate a
business combination solely with respect to the shares of common stock
owned by them immediately prior to ATAC’s IPO. However, they
will participate in any liquidation distribution with respect to any
shares of common stock purchased in or after the IPO. There will be no
distribution from the trust account with respect to ATAC’s warrants, and
all rights with respect to its warrants will effectively cease upon its
dissolution and liquidation.
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Q.
What vote is required to adopt the
proposal
to liquidate and
dissolve?
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A.
Approval of ATAC’s dissolution and Plan of Liquidation will require the
affirmative vote of holders of a majority of its outstanding shares of
common stock.
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Q.
Why should I vote for the
proposal
to liquidate and dissolve?
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A.
The Plan of Liquidation provides for the distribution to the public
stockholders of the principal and any interest (net of tax liabilities, if
any) then held in the trust account, including the amount held in the
trust account representing the deferred portion of the IPO Underwriters’
fee, plus any of ATAC’s remaining unreserved net assets, as contemplated
by ATAC’s amended and restated certificate of incorporation and the IPO
prospectus. Stockholder approval of ATAC’s dissolution is required by
Delaware law, under which ATAC is organized. If the dissolution and
Plan of Liquidation is not approved, ATAC will not be authorized to
dissolve and liquidate and will not be authorized to distribute the funds
in the trust account to the public stockholders.
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Q.
How much will I receive if the
proposal
to
liquidate and dissolve
and
Plan of Liquidation are approved?
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A.
If the dissolution and Plan of Liquidation are approved, ATAC expects that
the public stockholders will receive approximately $8.12 per public
share. The trust account contained an aggregate amount of
approximately $175,115,720 as of May 31, 2009. The amount in the trust
account available for distribution to the holders of public shares will be
finally determined at the time of such distribution.
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Q.
What if I do not want to vote for the
proposal
to liquidate and dissolve and
Plan
of Liquidation?
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A.
If you do not want the dissolution and Plan of Liquidation to be approved,
you must abstain, not vote or vote against it. You should be aware,
however, that if the dissolution and Plan of Liquidation is not approved,
ATAC will not be authorized to dissolve and liquidate and will not be
authorized to distribute the funds (net of tax liabilities, if any) then
held in the trust account, including the amount held in the trust account
representing the deferred portion of the Underwriters’ fee, plus any of
ATAC’s remaining unreserved net assets, to the public stockholders. If the
dissolution and Plan of Liquidation are approved, all public stockholders
will be entitled to share ratably in the liquidation of the trust account,
even those stockholders who voted against the proposal to liquidate and
dissolve.
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Q.
What happens if the proposal to
liquidate
and dissolve is not approved?
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A.
If each of the proposal to liquidate and dissolve is not approved, ATAC
will not be authorized to dissolve and liquidate, and will not be
authorized to distribute the funds (net of tax liabilities, if any) then
held in the trust account, including the amount held in the trust account
representing the deferred portion of the IPO Underwriters’ fee, plus any
of ATAC’s remaining unreserved net assets, to public stockholders. If
sufficient votes to approve the dissolution and Plan of Liquidation are
not available at the meeting, or if a quorum is not present in person or
by proxy, the Board of Directors may seek to adjourn or postpone the
meeting to continue to seek such approval.
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Q.
If the dissolution and Plan of
Liquidation
are approved,
what
happens next?
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A.
ATAC will file the Certificate of Dissolution with the Secretary of
State of the State of Delaware, formally adopt by board action the Plan of
Liquidation in substantially the form attached as Annex A to this proxy
statement in compliance with Delaware law, pay or adequately provide for
the payment of ATAC’s liabilities and then distribute as soon as
practicable thereafter the proceeds of the trust account (net of tax
liabilities, if any) then held in the trust account, including the amount
held in the trust account representing the deferred portion of the IPO
Underwriters’ fee, plus any of ATAC’s remaining unreserved net assets, to
the public stockholders.
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Q.
If I am not going to attend the
special
meeting
in
person, should
I
return my proxy card instead?
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A.
Yes. After carefully reading and considering the information in this
document, please fill out and sign your proxy card and return it in the
enclosed envelope as soon as possible, so that your shares may be
represented at the special meeting.
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Q.
How do I change my vote?
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A.
If you have submitted a proxy to vote your shares and wish to change your
vote, you may do so by delivering a later-dated, signed proxy card to
ATAC’s Secretary prior to the date of the special meeting or by voting in
person at the meeting. Attendance at the meeting alone will not change
your vote. You also may revoke your proxy by sending a notice of
revocation to ATAC located at 14 A Achimeir Street, Ramat Gan, Israel
52587, Attn: Ido Bahbut or, for a faster response, e-mail
ido@ascendvc.com.
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Q.
If my shares are held in “street name,”
will
my broker automatically vote them for me?
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A.
No. Your broker can vote your shares only if you provide instructions on
how to vote. You should instruct your broker to vote your shares. Your
broker can tell you how to provide these instructions.
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Q.
Who can help answer my questions?
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If
you have questions, you may write or call (for a faster response send an
e-mail):
Ido
Bahbut
14
A Achimeir Street
Ramat
Gan, Israel 52587
+972-3-7513707
ido@ascendvc.com
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SUMMARY
This
section summarizes information related to the proposals to be voted on at the
special meeting. These matters are described in greater detail elsewhere in this
proxy statement. You should carefully read this entire proxy statement and the
other documents to which it refers you. See “Where You Can Find More
Information.”
The
proposal to liquidate and dissolve
At the
special meeting, you will be asked to approve ATAC’s dissolution and Plan of
Liquidation.
This
summary describes briefly the material terms of the proposed dissolution and
Plan of Liquidation. This information is provided to assist stockholders in
reviewing this proxy statement and considering the proposed dissolution and Plan
of Liquidation, but it does not include all of the information contained
elsewhere in this proxy statement and may not contain all of the information
that is important to you. To understand more fully the dissolution and Plan
of Liquidation being submitted for stockholder approval, you should carefully
read this proxy statement, including the accompanying copy of the Plan of
Liquidation attached as Annex A, in its entirety.
If the
dissolution is approved, ATAC will:
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file
the Certificate of Dissolution with the Secretary of State of the State of
Delaware;
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formally
adopt by board action the Plan of Liquidation in substantially the form
set forth in Annex A to this proxy statement by in compliance with
Delaware law; and
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pay
or adequately provide for the payment of our liabilities, including
(i) liabilities for taxes, (ii) expenses of the dissolution and
liquidation and (iii) our obligations to the holders of the public
stockholders in accordance with the
Charter.
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Assuming
that the stockholders approve the dissolution and Plan of Liquidation at the
special meeting, ATAC expects to file the Certificate of Dissolution with
the Secretary of State of the State of Delaware shortly thereafter and then
distribute as soon as practicable thereafter to the public stockholders the
principal and interest (net of tax liabilities, if any) then held in the trust
account, including the amount held in the trust account representing the
deferred portion of the Underwriters’ fee, plus any of ATAC’s remaining
unreserved net assets. We currently estimate that, if the ATAC stockholders
approve the dissolution and Plan of Liquidation at the special meeting, each
public stockholder will receive a liquidating distribution of approximately
$8.12 per public share. However, the exact timing and amount will not be
determined until the time of such distribution.
ATAC had
accrued and unpaid liabilities of approximately $800,000 as of May 31, 2009, and
ATAC will incur additional amounts for services to be rendered by unaffiliated
parties prior to completion of its dissolution and liquidation.
Bioness,
Inc., a company with which ATAC entered into a letter of intent on December 19,
2008, is anticipated to pay a portion of such unpaid liabilities pursuant to its
obligations in such letter of intent.
If ATAC is unable to
complete a business combination, and is forced to liquidate and distribute the
proceeds held in trust to its stockholders, certain of its executive officers –
specifically, Moshe Bar-Niv, Shuki Gletiman and Liora Lev – have agreed to
indemnify ATAC for claims of creditors, vendors, service providers and
target businesses who have not executed a valid and binding waiver of their
right to seek payment of amounts due to them out of the trust account. The only
obligations not covered by such indemnity are with respect to claims of
creditors, vendors, service providers and target businesses that have executed a
valid and binding waiver of their right to seek payment of amounts due to them
out of the trust account. Although we have a fiduciary obligation to pursue our
officers and directors to enforce their indemnification obligations, and intend
to pursue such actions as and when we deem appropriate, there can be no
assurance that such persons will be able to satisfy those obligations, if
required to do so.
Under
Delaware law, stockholders will not have dissenters’ appraisal rights in
connection with the dissolution and liquidation.
See the
section entitled “Material U.S. Federal Income Tax Consequences of the Plan of
Liquidation” for a discussion of certain material U.S. federal income tax
consequences of the dissolution and Plan of Liquidation.
ATAC’s
Recommendation to Stockholders
After
careful consideration of all relevant factors, the Board of Directors has
determined that the proposal to liquidate and dissolve is fair to and in the
best interests of ATAC and its stockholders, has declared it advisable and
unanimously recommends that you vote or give instruction to vote “FOR” the
proposal to liquidate and dissolve. In addition, the Board of
Directors has unanimously approved and declared advisable that it be granted
authority, in its discretion, to adjourn or postpone the special meeting if
necessary for further solicitation of proxies if there are not sufficient votes
at the originally scheduled time of the special meeting to approve the
alternative sets of proposals. Therefore, the Board of Directors
unanimously recommends that you vote “FOR” the adjournment
proposal.
Stock
Ownership
Information
concerning the holdings of certain ATAC stockholders is set forth below under
“Beneficial Ownership of Securities.”
ATAC is
furnishing this proxy statement to its stockholders as part of the solicitation
of proxies by the ATAC Board of Directors for use at the special meeting in
connection with the proposed dissolution and liquidation of ATAC. This proxy
statement provides you with the information you need to know to be able to vote
or instruct your vote to be cast at the special meeting.
Date, Time and Place
. The
special meeting will be held at 10:00 a.m., Eastern standard time, on June [30],
2010, at the offices of ATAC’s counsel, Loeb & Loeb LLP, 345 Park Ave, New
York, NY 10154, to vote on matters described below.
Purpose.
At the special
meeting, holders of ATAC common stock will be asked to approve:
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the
Plan of Liquidation, in substantially the form set forth in Annex A, and
the dissolution of ATAC; and
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authorizing
ATAC’s Board of Directors, in its discretion, to adjourn or postpone the
special meeting for further solicitation of proxies if there are not
sufficient votes at the originally scheduled time of the special meeting
to approve the alternative sets of
proposals.
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The
special meeting has been called only to consider approval of the proposal to
liquidate and dissolve and the proposal to authorize the Board of Directors, in
its discretion, to adjourn or postpone the special
meeting. Under Delaware law and ATAC’s bylaws, no other
business may be transacted at the special meeting.
Record Date; Who is Entitled to
Vote
. The record date for the special meeting is June [10], 2009. Record
holders of ATAC common stock at the close of business on the record date are
entitled to vote or have their votes cast at the special meeting. At the close
of business on the record date, there were 26,953,125 outstanding shares of ATAC
common stock (including 21,625,000 outstanding shares of ATAC public common
stock), each of which entitles its holder to cast one vote per
proposal.
Vote Required
. Approval of
the proposal to liquidate and dissolve will require the affirmative vote of the
holders of a majority of ATAC’s common stock outstanding on the record
date. However, approval of the adjournment of the special meeting
will only require a majority of the votes cast.
Abstaining
from voting or not voting for the proposal to liquidate and dissolve, either in
person or by proxy or by voting instruction, will have the same effect as a vote
against the proposal to liquidate and dissolve. Abstaining from
voting on the adjournment proposal will have no effect on the election of
directors.
Voting Your Shares
. Each
share of common stock that you own in your name entitles you to one vote per
proposal. Your proxy card shows the number of shares you own.
There are
two ways for holders of record to have their shares represented and voted at the
special meeting:
By signing and returning the
enclosed proxy card.
If you duly sign and return a proxy card, your
“proxy,” whose name is listed on the proxy card, will vote your shares as you
instruct on the card. If you sign and return the proxy card, but do not give
instructions on how to vote your shares, your shares will be voted as
recommended by the ATAC Board of Directors, which is “FOR” the proposal to
liquidate and dissolve and “FOR” the adjournment proposal.
You can attend the special meeting
and vote in person
. You will receive a ballot when you arrive.
However, if your shares are held in
the “street name” of your broker, bank or another nominee, you must obtain a
proxy from the broker, bank or other nominee to vote in person at the meeting.
That is the only way we can be sure that the broker, bank or nominee has not
already voted your shares.
Revoking Your Proxy and Changing
Your Vote
. If you give a proxy, you may revoke it or change your voting
instructions at any time before it is exercised by:
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Delivering
another proxy card with a later
date;
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Notifying
ATAC, located at 14 A Achimeir Street, Ramat Gan, Israel 52587,
Attention: Ido Bahbut (or for a faster response, by e-mail at
ido@ascendvc.com) in writing before the special meeting that you have
revoked your proxy; or
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Attending
the special meeting, revoking your proxy and voting in
person.
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If your
shares are held in “street name,” consult your broker for instructions on how to
revoke your proxy or change your vote.
Broker Non-Votes
. If your
broker holds your shares in its name and you do not give the broker voting
instructions, your broker will not be permitted to vote your shares on the
proposal to liquidate and dissolve. This is known as a “broker non-vote.”
Abstentions or broker non-votes will have the same effect as a vote against the
proposal to liquidate and dissolve, but will not have any effect on the proposal
to adjourn the meeting.
Questions About Voting
. If
you have any questions about how to vote or direct a vote in respect of your
shares, you may write or call Ido Bahbut at 14 A Achimeir Street, Ramat Gan,
Israel 52587, +972-3-7513707, or, for a faster response, e-mail him at
ido@ascendvc.com. You may also want to consult your financial and other advisors
about the vote.
Solicitation Costs
. ATAC is
soliciting proxies on behalf of the Board of Directors. This solicitation is
being made by mail but also may be made in person. ATAC and its respective
directors, officers, employees and consultants may also solicit proxies in
person or by mail. These persons will not be paid for doing this.
ATAC will
ask banks, brokers and other institutions, nominees and fiduciaries to forward
its proxy materials to their principals and to obtain their authority to execute
proxies and voting instructions. ATAC will reimburse them for their reasonable
expenses.
Stock Ownership.
Information
concerning the holdings of certain ATAC stockholders is set forth below under
“Beneficial Ownership of Securities.”
THE
DISSOLUTION PROPOSAL
ATAC’s
Board of Directors is proposing ATAC’s dissolution and Plan of Liquidation for
approval by its stockholders at the special meeting. As required by
Delaware law, the Board of Directors intends to approve the Plan of Liquidation
immediately following stockholder approval of the dissolution and Plan of
Liquidation and the filing of a Certificate of Dissolution with the Secretary of
State of the State of Delaware. A copy of the Plan of Liquidation is attached as
Annex A to this proxy statement, and you are encouraged to read it
carefully.
If ATAC’s
dissolution is approved, we anticipate that our activities will be limited to
actions we deem necessary or appropriate to accomplish the
following:
|
|
·
|
filing
a Certificate of Dissolution with the Secretary of State of the State of
Delaware and, thereafter, remaining in existence as a non-operating entity
for three years, as required under Delaware
law;
|
|
|
·
|
adopting
a Plan of Liquidation in substantially the form set forth in Annex A to
this proxy statement by action of the Board of Directors in compliance
with Delaware law;
|
|
|
·
|
as
provided in the Plan of Liquidation, paying or adequately providing for
the payment of, our known liabilities, including (i) liabilities for
taxes and to providers of professional and other services,
(ii) expenses of the dissolution and liquidation and (iii) our
obligations to the public stockholders in accordance with the
Charter;
|
|
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·
|
giving
the trustee of the trust account notice to commence liquidating the
investments constituting the trust account and turning over the proceeds
to our transfer agent for distribution according to the Plan of
Liquidation;
|
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·
|
if
there are insufficient assets or other sources of funds, to satisfy our
known and unknown liabilities, paying all such liabilities according to
their priority and, among claims of equal priority, ratably to the extent
of assets legally available
therefor;
|
|
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·
|
winding
up our remaining business activities;
and
|
|
|
·
|
making
tax and other regulatory filings.
|
Following
the dissolution, our Board of Directors may, at any time, engage third parties
to complete the liquidation pursuant to the Plan of Liquidation. In
addition, although we do not anticipate that it will be necessary to do so since
we do not now have any material assets outside the trust account, the Board of
Directors will be authorized to establish a liquidating trust to complete ATAC’s
liquidation. We intend to pursue any applicable federal or state tax
refunds arising out of our proposed acquisition and our other business
activities from inception through dissolution. To the extent we are
successful in obtaining such refunds, the proceeds will be distributed pro rata
to our public stockholders in accordance with our Charter. Due to the timing and
potential uncertainty regarding any refunds, any such proceeds would be
distributed subsequent to the distribution of principal and interest of the
trust account.
At May
31, 2009, we had approximately $175,115,720 million in the trust account. As of
that date, we have withdrawn all of the $2 million of interest income on funds
in the trust account that we were permitted to withdraw for working capital.
ATAC believes that amounts are currently owed to creditors which have not waived
such claims, and we will incur additional amounts of expenses to unaffiliated
vendors prior to the completion of our dissolution and
liquidation. Certain of ATAC’s executive officers – specifically,
Moshe Bar-Niv, Shuki Gleitman and Liora Lev – have agreed to indemnify us for
claims of creditors, vendors, service providers and target businesses who have
not executed a valid and binding waiver of their right to seek payment of
amounts due to them out of the trust account. The only obligations not covered
by such indemnity are with respect to claims of creditors, vendors, service
providers and target businesses that have executed a valid and binding waiver of
their right to seek payment of amounts due to them out of the trust account.
Although we have a fiduciary obligation to pursue our
officers
and directors to enforce their indemnification obligations, and intend to pursue
such actions as and when we deem appropriate, there can be no assurance that
such persons will be able to satisfy those obligations, if required to do
so. The indemnification obligations of Moshe Bar-Niv, Shuki Gleitman
and Liora Lev are governed by the documents entered into at ATAC’s initial
public offering and described in the initial public offering
prospectus. The description of indemnification obligations contained
in this proxy statement does not alter the obligations described in the initial
public offering prospectus.
In
addition to satisfying these liabilities, we anticipate incurring costs and
expenses relating to filing of the Certificate of Dissolution with the Secretary
of State of the State of Delaware, the winding up of our company and the costs
of this proxy statement and meeting relating to the approval by our stockholders
of our plan of dissolution and distribution. To fund the estimated costs of
dissolution and liquidation, we will have available to us all funds held outside
the trust account.
Bioness,
Inc., a company with which ATAC entered into a letter of intent on December 19,
2008, is anticipated to pay a portion of such unpaid liabilities pursuant to its
obligations in such letter of intent.
We expect that all costs associated
with the implementation and completion of our dissolution and distribution,
which we currently estimate to be approximately $50,000 to $75,000, will be
funded by any funds not held in our trust account, although we cannot assure you
that there will be sufficient funds for such purpose.
Although
we are not aware of any liabilities that will not be covered by Mr. Bar-Niv, Mr.
Gleitman and Ms. Lev or by the remaining funds held outside of the trust
account, no assurance can be made that such liabilities will not arise in the
future. If such liabilities were to arise in the future or actual liabilities
exceed those anticipated, under Delaware law, stockholders who receive
distributions from ATAC pursuant to the Plan of Liquidation could be liable for
their pro rata share of such liabilities, but not in excess of the amounts
distributed to them.
Dissolution
under Delaware Law
Under the
Charter, ATAC is required to dissolve if it does not complete a business
combination within the required time period. Under Delaware law, stockholders
need to approve the dissolution and Plan of Liquidation. We present the proposal
to liquidate and dissolve at the special meeting because ATAC will be required
to dissolve and liquidate if it does not complete a business combination by June
22, 2009, which it will not be able to do.
Section 275
of the Delaware General Corporation Law (the “DGCL”) provides that a corporation
may dissolve upon a majority vote of the board of directors of the corporation
followed by a favorable vote of the holders of a majority of the outstanding
stock entitled to vote. Following such approval, the dissolution will be
effected by filing a certificate of dissolution with the State of Delaware. Once
a Delaware corporation is dissolved, its existence is automatically continued
for a term of three years solely for the purpose of winding up its
business. The process of winding up includes:
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·
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prosecution
and defense of any lawsuits;
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·
|
settling
and closing of any business;
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·
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disposition
and conveyance of any property;
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·
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discharge
of any liabilities; and
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·
|
distribution
of any remaining assets to the stockholders of the
corporation.
|
The Board
of Directors intends to approve the Plan of Liquidation, as required by Delaware
law, immediately following stockholder approval of the dissolution and Plan of
Liquidation.
Principal
provisions of the Plan of Liquidation
General.
In accordance with
the trust agreement and the Charter, we will distribute pro rata to our public
stockholders all of the proceeds of the trust account less the funds that will
be used to pay any tax obligations owed by us. We expect that liquidation will
commence as soon as practicable after stockholder approval at the special
meeting
of ATAC’s dissolution and Plan of Liquidation. We currently anticipate that we
will make a liquidating distribution of approximately $8.12 per public
share.
We will
also pay or provide for our known liabilities; however, we might have other
liabilities that will arise in order to complete the liquidation and
dissolution. Mr. Bar-Niv, Mr. Gleitman and Ms. Lev have agreed to
indemnify us for claims of creditors, vendors, service providers and target
businesses who have not executed a valid and binding waiver of their right to
seek payment of amounts due to them out of the trust account. The only
obligations not covered by such indemnity are with respect to claims of
creditors, vendors, service providers and target businesses that have executed a
valid and binding waiver of their right to seek payment of amounts due to them
out of the trust account. Although we have a fiduciary obligation to pursue our
officers and directors to enforce their indemnification obligations, and intend
to pursue such actions as and when we deem appropriate, there can be no
assurance that such persons will be able to satisfy those obligations, if
required to do so. If these three executives’ indemnification
obligations, which are independent of the Plan of Liquidation and apply to only
specific types of claims to the extent that those claims reduce the amount in
the trust account, do not satisfy a creditor’s claim, under Delaware law the
public stockholders could be required to return their pro rata portion of
distributions that they receive pursuant to the Plan of liquidation to pay the
liabilities not so discharged. However, the public stockholders will not be
required to return amounts in excess of the total funds received by them from
ATAC.
We will
discontinue recording transfers of shares of our common stock on the date of
dissolution. Thereafter, certificates representing shares of our common stock
will not be assignable or transferable on our books, except by will, intestate
succession or operation of law. After that date, we will not issue any new stock
certificates, except in connection with such transfers or as replacement
certificates.
Our
Conduct Following Approval of the Dissolution and Adoption of the Plan of
Liquidation
Our
directors and officers will not receive any compensation for the duties
performed in connection with ATAC’s dissolution or Plan of Liquidation.
Following approval of ATAC’s dissolution by our stockholders at the special
meeting, our activities will be limited to adopting the Plan of Liquidation,
winding up our affairs, taking such actions as we believe may be necessary,
appropriate or desirable to preserve the value of our assets and distributing
our assets in accordance with the Plan of Liquidation.
We are
obligated to indemnify our officers, directors, employees and agents in
accordance with the Charter and our bylaws for actions taken in connection with
winding up our affairs; however, given our minimal assets, we may not be able to
provide meaningful indemnification to such persons. The Board of Directors and
the trustees of any liquidating trust may obtain and maintain such insurance as
they believe may be appropriate to cover our indemnification obligations under
the Plan of Liquidation.
Indemnification Reserve
. We
generally are required, in connection with our dissolution, to pay or provide
for payment of all of our liabilities. If and to the extent required, in order
to satisfy any outstanding or unknown liabilities, we will obtain funds from Mr.
Bar-Niv, Mr. Gleitman and Ms. Lev pursuant to their indemnification obligations.
However, a liability may not be covered by their indemnification obligations. In
any such event, a creditor which has not waived its claims against the trust
account could bring a claim, as described in the following subsection, against
one or more of our stockholders for such stockholder’s pro rata portion of the
claim, up to the total amount distributed by us to that stockholder pursuant to
the Plan of Liquidation.
Potential Liability of
Stockholders
. Under the DGCL, if we fail to create adequate reserves for
liabilities, or should such reserves be insufficient to satisfy the aggregate
amount ultimately found payable in respect of our expenses and liabilities, each
stockholder could be held liable for amounts due to creditors up to the amount
that such stockholder received from us and from any liquidating trust under the
Plan of Liquidation. Each stockholder’s exposure to liability is limited to his,
her or its pro rata portion of the amounts due to each creditor and is capped,
in any event, at the amount of the distribution actually received by such
stockholder.
Stock Certificates
.
Stockholders should not forward their stock certificates before receiving
instructions to do so. After such instructions are sent, stockholders of
record must surrender their stock certificates to receive distributions, pending
which their pro rata portions of the funds in the trust account may be held in
trust, without interest and subject to applicable escheat laws. If a stock
certificate has been lost, stolen or destroyed, the holder may be required to
furnish us with satisfactory evidence of the loss, theft or destruction,
together with a surety bond or other indemnity, as a condition to the receipt of
any distribution.
Exchange Act Registration
.
Our common stock, units and warrants currently trade on the NYSE Amex and are
listed under the trading symbols “AXC,” “AXC.U,” and “AXC.WS,” respectively,
although no assurance can be given that such trading will continue. After
dissolution, because we will discontinue recording transfers of our common stock
and in view of the significant costs involved in compliance with reporting
requirements and other laws and regulations applicable to public companies, we
intend to apply to terminate ATAC’s registration and reporting requirements
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If
registration is terminated, trading in the common stock, units and warrants on
the NYSE Alternext US LLC would terminate.
Liquidating Trusts
. Although
the Board of Directors does not believe it will be necessary, we may transfer
any of our remaining assets to one or more liquidating trusts, the purpose of
which would be to serve as a temporary repository for the trust property prior
to its disposition or distribution to our stockholders. Any liquidating
trust would be evidenced by a trust agreement between ATAC and the person(s) or
entity the Board of Directors chooses as trustee(s).
Sales of Assets and Collection of
Sums Owing
. The Plan of Liquidation gives the Board of Directors the
authority to sell all of our remaining assets, although our existing assets
outside the trust account are immaterial. Any such sale proceeds may be reduced
by transaction expenses, and may be less for a particular asset than if we were
not in liquidation. The Plan of Liquidation also authorizes the Board of
Directors to proceed to collect all sums due or owing to us, including any tax
refunds. Any such funds collected will be distributed in accordance with
the Plan of Liquidation.
Absence of Appraisal Rights
.
Stockholders are not entitled to appraisal rights in connection with our
dissolution and Plan of Liquidation.
Regulatory Approvals
. We do
not believe that any material U.S. federal or state regulatory requirements must
be met or approvals obtained in connection with our dissolution or the Plan of
Liquidation.
Treatment of Warrants
. There
will be no distribution from the trust account with respect to ATAC’s
warrants. If we fail to consummate a business combination, our warrants do
not become exercisable and will expire worthless.
Payment of Expenses
. In the
discretion of our Board of Directors, we may pay brokerage, agency, professional
and other fees and expenses to any person or entity in connection the
implementation of the Plan of Liquidation.
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN OF LIQUIDATION
The
following discussion is a general summary of the material U.S. federal income
tax consequences of the Plan of Liquidation to ATAC and to current holders of
our common stock and warrants originally issued in our IPO, who are “United
States persons,” as defined in the Code, and who hold such shares and warrants
as “capital assets,” as defined in the Code. The discussion does not purport to
be a complete analysis of all of the potential tax effects of the Plan of
Liquidation. Tax considerations applicable to a particular stockholder or
warrant holder will depend on that stockholder’s or warrant holder’s individual
circumstances. The discussion addresses neither the tax consequences that may be
relevant to particular categories of stockholders or warrant holders subject to
special treatment under certain U.S. federal income tax laws (such as dealers in
securities or currencies, banks, insurance companies, tax-exempt organizations,
mutual funds, financial institutions, broker-dealers, regulated investment
companies, real estate investment companies, real estate mortgage investment
conduits and foreign individuals and
entities)
nor any tax consequences arising under the laws of any state, local or foreign
jurisdiction. In addition, the discussion does not consider the tax treatment of
partnerships or other pass-through entities or persons who hold our shares or
warrants through such entities.
The
discussion is based upon the Code, U.S. Treasury Department regulations, rulings
of the IRS and judicial decisions now in effect, all of which are subject to
change or to varying interpretation at any time. Any such changes or
varying interpretations may also be applied retroactively. The following
discussion has no binding effect on the IRS or the courts, and assumes that we
will liquidate substantially in accordance with the Plan of
Liquidation.
We can
give no assurance that the tax treatment described herein will remain unchanged.
No ruling has been requested from the IRS with respect to the anticipated tax
treatment of the Plan of Liquidation, and we will not seek either such a ruling
or an opinion of counsel with respect to the anticipated tax treatment. If any
tax consequences or facts prove not to be as anticipated and described herein,
the result could be increased taxation at the stockholder or warrant holder
level.
Because
of the complexity of the tax laws and because the tax consequences to ATAC or to
any particular stockholder or warrant holder may be affected by matters not
discussed herein, stockholders and warrant holders are urged to consult their
own tax advisors as to the specific tax consequences to them in connection with
the Plan of Liquidation and our dissolution, including tax reporting
requirements, the applicability and effect of foreign, federal, state, local and
other applicable tax laws and the effect of any proposed changes in the tax
laws.
Consequences
to ATAC
ATAC may
recognize gain or loss on the sale or other taxable disposition of any of its
assets pursuant to its liquidation to the extent of the difference between the
amount realized on such sale (or the fair market value of the asset) and its tax
basis in such asset.
Consequences
to U.S. Stockholders
Gain
or Loss on Liquidation
Amounts
received by U.S. stockholders pursuant to the liquidation generally will be
treated as full payment in exchange for their shares of common stock. As a
result of our liquidation, a U.S. stockholder generally will recognize gain or
loss equal to the difference between (i) the amount of cash distributed to
such stockholder (including distributions to any liquidating trust), less any
known liabilities assumed by the stockholder or to which the distributed
property is subject, and (ii) such stockholder’s tax basis in the shares of
common stock.
A U.S.
stockholder’s gain or loss should be computed on a “per share” basis, so that
gain or loss should be calculated separately for blocks of common stock acquired
at different dates or for different prices. Each liquidation distribution should
be allocated proportionately to each share of stock owned by a U.S. stockholder
and should be applied first to recover a stockholder’s tax basis with respect to
such share of stock. Gain should be recognized in connection with a liquidation
distribution allocated to a share of stock only to the extent that the aggregate
value of all liquidation distributions received by a U.S. stockholder with
respect to that share exceeds such stockholder’s tax basis for that share. Any
loss generally should be recognized only when a U.S. stockholder receives our
final distribution to stockholders, and then only if the aggregate value of the
liquidation distributions with respect to a share of common stock is less than
the stockholder’s tax basis for that share. Any payments by a stockholder in
satisfaction of any ATAC contingent liability not covered by our contingency
reserve generally should produce a loss in the year paid. Gain or loss
recognized by a stockholder in connection with our liquidation generally should
be capital gain or loss, and should be long-term capital gain or loss if the
share has been held for more than one year, and short-term capital gain or loss
if the share has not been held for more than one year. Long-term capital gain of
non-corporate taxpayers may be subject to more favorable tax rates than ordinary
income or short-term capital gain. The deductibility of capital losses is
subject to various limitations.
Liquidating
Trusts
If we
transfer assets to a liquidating trust for the benefit of the stockholders, we
intend to structure any such liquidating trust as a grantor trust of the
stockholders, so that stockholders should be treated for U.S. federal income tax
purposes as first having constructively received their pro rata share of the
property transferred to the trust and then having contributed such property to
the trust. In the event that one or more liquidating trusts are formed, the
stockholders generally will receive notice of the transfer(s). The amount of the
deemed distribution to the stockholders generally should be reduced by the
amount of any known liabilities assumed by the liquidating trust or to which the
transferred property is subject. A liquidating trust qualifying as a
grantor trust is itself not subject to U.S. federal income tax. Our former
stockholders, as owners of the liquidating trust, would be required to take into
account for U.S. federal income tax purposes their respective allocable portions
of any future income, gain or loss recognized by such liquidating trust, whether
or not they have received any actual distributions from the liquidating trust
with which to pay any tax on such tax items. Stockholders would receive annual
statements from the liquidating trust reporting their respective allocable
shares of the various tax items of the trust.
Back-Up
Withholding
Unless a
stockholder complies with certain reporting and/or Form W-9 certification
procedures or is an exempt recipient under applicable provisions of the Code and
Treasury Regulations, such stockholder may be subject to back-up withholding tax
with respect to any payments received pursuant to the liquidation. The back-up
withholding tax is currently imposed at a rate of 28%. If back-up withholding
applies, the amount withheld is not an additional tax, but is credited against
the stockholder’s U.S. federal income tax liability and may entitle the
stockholder to a refund, provided certain required information is timely
furnished to the IRS. Stockholders are urged to consult with their own tax
advisors regarding the application of backup withholding and the availability of
the procedure for obtaining an exemption from backup withholding in their
particular circumstances.
Consequences
to Warrant Holders
Since no
distributions will be made to warrant holders pursuant to the Plan of
Liquidation, a holder of our warrants should recognize a capital loss equal to
such warrant holder’s tax basis in the warrant in the tax year in which such
warrant becomes worthless (or expires).
PROPOSAL
TO ADJOURN OR POSTPONE THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING
ADDITIONAL PROXIES
Background
This
proposal allows ATAC’s Board of Directors to submit a proposal to adjourn the
special meeting to a later date or dates, if necessary, to permit further
solicitation of proxies in the event there are not sufficient votes at the time
of the special meeting to approve the proposal to liquidate and
dissolve.
If this
proposal is not approved by ATAC’s stockholders, its Board of Directors may not
be able to adjourn the special meeting to a later date in the event there are
not sufficient votes at the time of the extraordinary meeting to approve the
proposal to liquidate and dissolve.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of our
common stock as of June [10], 2009 by the following individuals or
groups:
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·
|
each
person or entity who is known by us to own beneficially more than 5% of
our outstanding stock;
|
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|
·
|
each
of our officers and directors; and
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|
·
|
all
of our officers and directors as a
group.
|
Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to the securities. Except as
otherwise indicated, and subject to applicable community property laws, we
believe that all persons named in the table have sole voting and investment
power with respect to all shares of common stock held by them. Shares
of common stock which an individual or group has a right to acquire within 60
days pursuant to the exercise or conversion of options, warrants or other
similar convertible or derivative securities are deemed to be outstanding for
the purpose of computing the percentage ownership of such individual or group,
but are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.
|
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Amount
and
Nature
of
Beneficial
Ownership
|
|
|
Percent
of
Shares
Outstanding
|
|
|
5% Stockholders
|
|
|
|
|
|
|
|
M.O.T.A.
Holdings Ltd.
|
|
|
1,461,042
|
|
|
|
5.4
|
%
|
|
OLEV
Holdings Ltd.
|
|
|
1,461,041
|
|
|
|
5.4
|
%
|
|
FSGL
Holdings Ltd.
|
|
|
1,461,042
|
|
|
|
5.4
|
%
|
|
Fir
Tree, Inc. and Fir Tree SPAC Holdings 1, LLC (2)
|
|
|
1,435,300
|
|
|
|
5.3
|
%
|
|
HBK
Investments L.P., HBK Services LLC, HBK New York LLC, HBK Partners II
L.P., HBK Management LLC, and HBK Master Fund L.P. (3)
|
|
|
3,892,556
|
|
|
|
14.4
|
%
|
|
QVT
Financial LP, QVT Financial GP LLC, QVT Fund LP, and QVT Associates GP LLC
(4)
|
|
|
2,313,667
|
|
|
|
8.6
|
%
|
|
Drawbridge
DSO Securities LLC, Drawbridge Special Opportunities Fund LP, Drawbridge
Special Opportunities GP LLC, Drawbridge Special Opportunities Advisors
LLC, Fortress Principal Investment Holdings IV LLC, FIG LLC, Fortress
Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC
(5)
|
|
|
1,856,250
|
|
|
|
6.9
|
%
|
|
Jonathan
M. Glaser (6)
|
|
|
1,767,240
|
|
|
|
6.6
|
%
|
|
Andrew
M. Weiss, Ph.D. (7)
|
|
|
1,471,115
|
|
|
|
5.5
|
%
|
|
Bulldog
Investors, Phillip Goldstein and Andrew Dakos (8)
|
|
|
1,552,081
|
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Executive Officers
|
|
|
|
|
|
|
|
|
|
Moshe
Bar-Niv
(9)
|
|
|
1,461,042
|
|
|
|
5.4
|
%
|
|
Liora
Lev (10)
|
|
|
1,461,041
|
|
|
|
5.4
|
%
|
|
Yehoshua
Gleitman (11)
|
|
|
1,461,042
|
|
|
|
5.4
|
%
|
|
Ido
Bahbut
|
|
|
15,000
|
|
|
|
*
|
|
|
Elisha
Yanay
|
|
|
82,500
|
|
|
|
*
|
|
|
Yoram
Buki
|
|
|
0
|
|
|
|
0
|
|
|
Nathan
Sharony
|
|
|
0
|
|
|
|
0
|
|
|
Yacov
Rozen
|
|
|
0
|
|
|
|
0
|
|
|
All
directors and executive officers as a group (8 persons)
|
|
|
4,480,625
|
|
|
|
16.6
|
%
|
|
*
|
Less
than 1% of our outstanding shares of common
stock.
|
|
(1)
|
Unless
otherwise indicated, the address for each stockholder listed in the
following table is c/o Advanced Technology Acquisition Corp., 14 A
Achimeir Street, Ramat GAN 52587
Israel.
|
|
(2)
|
Based
on information contained in a Schedule 13G/A filed by Fir Tree SPAC
Holdings 1, LLC and Fir Tree, Inc. on February 10, 2009. Fir
Tree SPAC Holdings 1, LLC is the beneficial owner of and may direct the
vote and dispose of 1,347,650 shares of common stock. Fir Tree
SPAC Holdings 2, LLC is the beneficial owner of and may direct the vote
and dispose of 87,650 shares of common stock. Fir Tree, Inc.
has been granted investment discretion over the shares of common stock
held by Fir Tree SPAC Holdings 1, LLC and Fir Tree SPAC Holdings 2,
LLC. The business address of Fir Tree SPAC Holdings 1, LLC and
Fir Tree, Inc. is 505 Fifth Avenue, 23
rd
Floor, New York, New York 10017.
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(3)
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Based
on information contained in a Schedule 13D filed by HBK Investments, L.P.,
HBK Services LLC, HBK New York LLC, HBK Partners II L.P., HBK Management
LLC, HBK Master Fund L.P., HBK Special Opportunity Fund I L.P. on April 3,
2009. Each of HBK Investments L.P., HBK Services LLC, HBK New York LLC,
HBK Partners II L.P., HBK Management LLC and HBK Special Opportunity Fund
I L.P. has shared voting and dispositive power of 3,892,556 shares of
common stock, which includes 2,674,249 and 1,218,307 shares of common
stock over which HBK Master Fund L.P. and HBK Special Opportunity Fund I
L.P., respectively, also share voting and dispositive
power. The address for each of the entities is 2101 Cedar
Springs Road, Suite 700, Dallas, Texas 75201, except for HBK Maser Fund
L.P., which is c/o HBK Services LLC at the above address, and except for
HBK New York LLC, whose address is 350 Park Avenue, 20
th
Floor, New York, New York 10022.
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(4)
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Based
on information contained in a Schedule 13G/A filed by QVT Financial LP,
QVT Financial GP LLC, QVT Fund LP, and QVT Associates GP LLC on January
28, 2009. QVT Financial LP (“QVT Financial”) is the investment manager for
QVT Fund LP (the “Fund”), which has beneficial ownership of 1,893,775
shares of common stock, and for Quintessence Fund L.P. (“Quintessence”),
which beneficially owns 207,789 shares of common stock. QVT Financial is
also the investment manager for a separate discretionary account managed
for a third party (the “Separate Account”), which holds 212,103 shares of
common stock. QVT Financial has the power to direct the vote and
disposition of the common stock held by the Fund, Quintessence and the
Separate Account. Accordingly, QVT Financial may be deemed to be the
beneficial owner of an aggregate amount of 2,313,667 shares of common
stock, consisting of the shares owned by the Fund and Quintessence, and
the shares held in the Separate Account. QVT Financial GP LLC, as General
Partner of QVT Financial, may be deemed to beneficially own the same
number of shares of common stock reported by QVT Financial. QVT Associates
GP LLC, as General Partner of the Fund and Quintessence, may be deemed to
beneficially own the aggregate number of shares of common stock owned by
the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be
deemed to be the beneficial owner of an aggregate amount of 2,101,564
shares of common stock. The address for each of the entities is 1177
Avenue of the Americas, 9
th
Floor, New York, New York 10036, except for the Fund, whose address is
Walkers SPV, Walkers House Mary Street, George Town, Grand Cayman,
KY1-9002, Cayman Islands.
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(5)
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Based
on information contained in a Schedule 13G filed by Drawbridge DSO
Securities LLC, Drawbridge Special Opportunities Fund LP, Drawbridge
Special Opportunities GP LLC, Drawbridge Special Opportunities Advisors
LLC, Fortress Principal Investment Holdings IV LLC, FIG LLC, Fortress
Operating Entity I LP, FIG Corp., and Fortress Investment Group LLC on
June 29, 2007. Drawbridge DSO Securities LLC beneficially owns 1,577,813
shares of common stock. Drawbridge Special Opportunities Fund LP is deemed
to beneficially own 1,577,813 shares solely as in its capacity as the sole
managing member of Drawbridge DSO Securities LLC. Drawbridge Special
Opportunities GP LLC is deemed to beneficially own 1,577,813 shares solely
in its capacity as the general partner of Drawbridge Special Opportunities
Fund LP. Drawbridge OSO Securities LLC beneficially owns 278,437 shares of
common
stock.
Drawbridge Special Opportunities Advisors LLC is deemed to beneficially
own 1,856,250 shares solely in its capacity as the investment advisor of
each of Drawbridge Special Opportunities Fund LP and Drawbridge Special
Opportunities Fund Ltd., the latter of which beneficially owns 278,437
shares of common stock as the sole managing member of Drawbridge OSO
Securities LLC. Fortress Principal Investment Holdings IV LLC is deemed to
beneficially own 1,577,813 shares solely in its capacity as the sole
managing member of Drawbridge Special Opportunities GP LLC. FIG LLC is
deemed to beneficially own 1,856,250 shares solely in its capacity as the
sole managing member of Drawbridge Special Opportunities Advisors LLC.
Fortress Operating Entity I LP is deemed to beneficially own 1,856,250
shares solely in its capacity as the sole managing member of each of FIG
LLC and Fortress Principal Investment Holdings IV LLC. FIG Corp. is deemed
to beneficially own 1,856,250 shares solely in its capacity as the general
partner of Fortress Operating Entity I LP. Fortress Investment Group LLC
is deemed to beneficially own 1,856,250 shares solely in its capacity as
the holder of all the issued and outstanding shares of beneficial interest
of FIG Corp. The address for each of the entities is c/o Fortress
Investment Group LLC, 1345 Avenue of the Americas, 46
th
Floor, New York, New York
10105.
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(6)
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Based
on information contained in a Schedule 13G filed by Jonathan M. Glaser on
February 17, 2009. Mr. Glaser is deemed to beneficially own 1,767,240
shares of common stock. PAM and JMG LLC are deemed to
beneficially own 1,024,440 and 742,800 shares of common stock,
respectively, as investment advisers whose clients have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of common stock; no client separately holds more
than five percent of the common stock. PAM is the investment
adviser to an investment fund and PCM is a member of PAM. Mr.
Glaser, Mr. David and Mr. Richter are control persons of PCM and
PAM. JMG LLC is the investment adviser and general partner of
an investment limited partnership and JMG Inc. is a member of JMG
LLC. Mr. Glaser is the control person of JMG Inc. and JMG
LLC. The address for Mr. Glaser is 11601 Wilshire Boulevard,
Suite 2180, Los Angeles, CA 90025.
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(7)
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Based
on information contained in a Schedule 13G filed by Andrew M. Weiss, Ph.D.
on April 21, 2008. Dr. Weiss is deemed to beneficially own
1,471,115 shares of common stock, of which 1,025,968 are beneficially
owned by Weiss Asset Management, LLC, of which he is a managing member,
and 445,147 are held by a private investment corporation which may be
deemed to be controlled by Dr. Weiss, who is the managing member of Weiss
Capital, LLC, the investment manager of such private investment
corporation. The address for Dr. Weiss is 29 Commonwealth
Avenue, 10
th
Floor, Boston, Massachusetts 02116.
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(8)
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Based
on information contained in a Schedule 13D filed by Bulldog Investors,
Phillip Goldstein and Andrew Dakos on April 22, 2009. Mr.
Goldstein and Mr. Dakos are both principals of Bulldog
Investors. Bulldog Investors, Mr. Goldstein and Mr. Dakos
beneficially own an aggregate of 1,552,081 shares of common
stock. Power to dispose of and vote securities reside either
with Mr. Goldstein, Mr. Dakos or with their
client.
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(9)
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Consists
of the 1,461,042 shares held by M.O.T.A. Holdings Ltd., of which Mr.
Bar-Niv is the controlling
stockholder.
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(10)
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Consists
of the 1,461,041 shares held by OLEV Holdings Ltd, of which Ms. Lev is the
controlling stockholder.
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(11)
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Consists
of the 1,461,042 shares held by FSGL Holdings Ltd, of which Dr. Gleitman
is the controlling stockholder.
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All of
our securities outstanding prior to the effective date of our IPO, including the
private placement warrants, were placed in escrow with Continental Stock
Transfer & Trust Company, as escrow agent, and will remain in escrow until
the consummation of a business combination.
We
consider Mr. Bar-Niv; Ms. Lev; Dr. Gleitman; Shrem, Fudim Technologies Ltd.; and
Shrem, Fudim Group Ltd. to be our promoters as such term is defined within the
rules promulgated by the SEC under the Securities Act.
STOCKHOLDER
PROPOSALS
If ATAC
is dissolved and liquidated, there will be no annual meeting in
2010.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS
Pursuant
to the rules of the SEC, ATAC and its agents that deliver communications to its
stockholders, or the broker, bank or other nominee that deliver communications
to the beneficial stockholders, are permitted to deliver to two or more
stockholders sharing the same address a single copy of ATAC’s proxy statement.
Upon written or oral request, ATAC will deliver a separate copy of the proxy
statement to any stockholder at a shared address who wishes to receive separate
copies of such documents in the future. Stockholders receiving multiple copies
of such documents may likewise request that ATAC deliver single copies of such
documents in the future. Stockholders may notify ATAC of their requests by
calling or writing ATAC at ATAC’s principal executive offices at 14 A Achimeir
Street, Ramat Gan, Israel 52587 011-972-3-751-3707. Beneficial
stockholders will need to contact their broker, bank or other nominee to make
such requests.
WHERE
YOU CAN FIND MORE INFORMATION
ATAC
files reports, proxy statements and other information with the SEC as required
by the Securities Exchange Act of 1934, as amended. You may read and copy
reports, proxy statements and other information filed by ATAC with the SEC at
http://www.sec.gov or at its public reference room located at 100 F Street,
N.E., Washington, D.C. 20549-1004. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also
obtain copies of the materials described above at prescribed rates by writing to
the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C.
20549-1004. This proxy statement describes the material elements of relevant
contracts, exhibits and other information attached as annexes to this proxy
statement. Information and statements contained in this proxy statement are
qualified in all respects by reference to the copy of the relevant contract or
other document included as an annex to this document.
This
proxy statement contains important business and financial information about us
that is not included in or delivered with this document. You may obtain this
additional information, or additional copies of this proxy statement, at no
cost, and you may ask any questions you may have about the proposal to liquidate
and dissolve, the election of directors of the Board of Directors or the
business combination by contacting us at the following address, telephone number
or email address:
Advanced
Technology Acquisition Corp.
14 A
Achimeir Street
Ramat
Gan, Israel 52587
Attn: Ido
Bahbut
Phone:
011-972-3-751-3707
ido@ascendvc.com
In order
to receive timely delivery of the documents in advance of the special meeting,
you must make your request for information no later than June
22, 2009.
ANNEX
A
PLAN OF LIQUIDATION
OF
ADVANCED
TECHNOLOGY
ACQUISITION
CORP.
(A
Dissolved Delaware Corporation)
This Plan
of Liquidation (or “Plan”) of Advanced Technology Acquisition Corp. (“ATAC,”
“we” or “us”) is dated this day of
,
2009.
WHEREAS,
the dissolution of ATAC was duly authorized by its board of directors (the
“Board of Directors”) and ATAC’s stockholders, and ATAC was dissolved on
, 2009
by the filing of a certificate of dissolution (the “Certificate of Dissolution”)
with the Office of the Secretary of State of the State of Delaware;
WHEREAS, ATAC
elects to adopt a plan of distribution pursuant to Section 281(b) of the
Delaware General Corporation Law (the “DGCL”);
WHEREAS,
ATAC has paid or otherwise satisfied or made provision for all claims and
obligations of ATAC known to it, including conditional, contingent or unmatured
contractual claims, other than the following:
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1.
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any
unknown liabilities or outstanding obligations prior to the date
hereof and liabilities and obligations incurred or to be incurred after
such date, including fees and expenses in connection with legal,
accounting and other professional services to be rendered in connection
with the dissolution and liquidation of ATAC and the winding up of its
business and affairs (the “Vendor
Obligations”);
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2.
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Liabilities
for federal, state and Delaware franchise taxes (collectively, “Tax
Liabilities”); and
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3.
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ATAC’s
obligations to holders (the “Public Stockholders”) of its shares of common
stock, par value $0.0001 (the “Common Stock”), issued in its initial
public offering (the “IPO”) to distribute the proceeds of the trust
account established in connection with the IPO (the “Trust Account”) in
connection with the dissolution and liquidation of ATAC as provided in
ATAC’s second amended and restated certificate of incorporation (the
“Charter”) and its IPO prospectus;
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WHEREAS,
there are no pending actions, suits or proceedings to which ATAC is a
party;
WHEREAS,
there are no facts known to ATAC, indicating that claims that have not been made
known to ATAC or that have not arisen are likely to become known to ATAC or to
arise within ten years after the date of dissolution; and
NOW
THEREFORE, ATAC adopts the following Plan of Liquidation, which shall constitute
a plan of distribution in accordance with Section 281(b) of the
DGCL:
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1.
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PAYMENT
OF LIABILITIES AND OBLIGATIONS. ATAC shall, as soon as practicable
following the adoption of this Plan by the Board of Directors after the
filing of the Certificate of Dissolution of ATAC in accordance with
Delaware law, (a) pay or provide for the payment in full, or in such
other amount as shall be agreed upon by ATAC and the relevant creditor,
the Vendor Obligations and (b) pay in full the Tax
Liabilities.
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2.
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AUTHORITY
OF OFFICERS AND DIRECTORS. The Board of Directors and the officers of ATAC
shall continue in their positions for the purpose of winding up the
affairs of ATAC as contemplated by Delaware law. The Board of Directors
may appoint officers, hire employees and retain independent contractors in
connection with the winding up process and is authorized to pay
such
persons compensation for their services; provided, however, that no
current officer or director of ATAC shall receive any compensation for his
or her services as aforesaid and that any such compensation to such other
persons shall be fair and reasonable and consistent with disclosures made
to ATAC’s stockholders in connection with the adoption of this Plan.
Adoption of this Plan by holders of a majority of the voting power
represented collectively by the outstanding shares of the Common Stock
shall constitute the approval of ATAC’s stockholders of the Board of
Director’s authorization of the payment of any such compensation. The
adoption of the Plan by the holders of the shares of Common Stock shall
constitute full and complete authority, in accordance with and subject to
the terms of the Charter, for the Board of Directors and the officers of
ATAC, without further stockholder action, to do and perform any and all
acts and to make, execute and deliver any and all agreements, conveyances,
assignments, transfers, certificates and other documents of any kind and
character that the Board of Directors or such officers deem necessary,
appropriate or advisable (i) to dissolve ATAC in accordance with the
laws of the State of Delaware and cause its withdrawal from all
jurisdictions in which it is authorized to do business; (ii) to sell,
dispose, convey, transfer and deliver the assets of ATAC; (iii) to
satisfy or provide for the satisfaction of ATAC’s obligations in
accordance with Section 281(b) of the DGCL; and (iv) to
distribute all of the remaining unreserved funds of ATAC to the holders of
the Common Stock in complete cancellation or redemption of its
stock.
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3.
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CONVERSION
OF ASSETS INTO CASH OR OTHER DISTRIBUTABLE FORM. Subject to approval by
the Board of Directors, the officers and agents of ATAC shall, as promptly
as feasible, proceed to collect all sums due or owing to ATAC, including
recovery of any tax refunds owing to ATAC, to sell and convert into cash
any and all corporate assets and, out of the assets of ATAC, attempt to
pay, satisfy and discharge or make adequate provision for the payment,
satisfaction and discharge of all debts and liabilities of ATAC pursuant
to Sections 1 and 2 above, including all expenses of the sale of assets
and of the dissolution and liquidation provided for by this
Plan.
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4.
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RECOVERY
OF ASSETS. In the event that ATAC (or any trustee or receiver for ATAC
appointed pursuant to Section 279 of the DGCL) shall recover any
assets or funds belonging to ATAC, including any federal or state tax
refunds arising out of the proposed acquisition and its other business
activities from inception through dissolution, such funds shall be
distributed to the Public Stockholders in accordance with and subject to
the terms of the Charter, the DGCL and to such terms and conditions as the
Board of Directors (or any trustee or receiver for ATAC) may deem
appropriate; provided, however, that nothing herein shall be deemed to
preclude ATAC (or any trustee or receiver for ATAC) from petitioning any
court of competent jurisdiction for instructions as to the proper
distribution and allocation of any such assets or funds that may be
recovered by or on behalf of ATAC.
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5.
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PROFESSIONAL
FEES AND EXPENSES. It is specifically contemplated that the Board of
Directors may authorize the payment of a retainer fee to a law firm or law
firms selected by the Board of Directors for legal fees and expenses of
ATAC, including, among other things, to cover any costs payable pursuant
to the indemnification of ATAC’s officers or members of the Board of
Directors provided by ATAC pursuant to the Charter, its bylaws, the DGCL
or otherwise, and may authorize the payment of fees to an accounting firm
or firms selected by the Board of Directors for services rendered to
ATAC. In addition, in connection with and for the purpose of
implementing and assuring completion of this Plan, ATAC may, in the sole
and absolute discretion of the Board of Directors, pay any brokerage,
agency and other fees and expenses of persons rendering services to ATAC
in connection with the collection, sale, exchange or other disposition of
ATAC’s property and assets and the implementation of this
Plan.
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6.
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INDEMNIFICATION.
ATAC can elect to continue to indemnify its officers, directors, employees
and agents in accordance with the Charter, its bylaws and any contractual
arrangements, for actions taken in connection with this Plan and the
winding up of the affairs of ATAC. The Board of Directors, in its sole and
absolute discretion, is authorized to obtain and maintain insurance as
may
be necessary, appropriate or advisable to cover ATAC’s obligations
hereunder, including, without limitation, directors’ and officers’
liability coverage.
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7.
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LIQUIDATING
TRUST. The Board of Directors may, but is not required to, establish and
distribute assets of ATAC to a liquidating trust, which may be established
by agreement in form and substance determined by the Board of Directors
with one or more trustees selected by the Board of Directors. In the
alternative, the Board of Directors may petition a Court of competent
jurisdiction for the appointment of one more trustees to conduct the
liquidation of ATAC, subject to the supervision of the Court. Whether
appointed by an agreement or by the Court, the trustees shall in general
be authorized to take charge of ATAC’s property, and to collect the debts
and property due and belonging to ATAC, with power to prosecute and
defend, in the name of ATAC or otherwise, all such suits as may be
necessary or proper for the foregoing purposes, and to appoint agents
under them and to do all other acts which might be done by ATAC that may
be necessary, appropriate or advisable for the final settlement of the
unfinished business of ATAC.
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8.
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LIQUIDATING
DISTRIBUTIONS. Liquidating distributions, in accordance with and subject
to the terms of the Charter, shall be made from time to time after the
adoption of this Plan to the holders of record, at the close of business
on the date of the filing of the Certificate of Dissolution, of
outstanding shares of Common Stock sold pursuant to the IPO, pro rata in
accordance with the respective number of shares then held of record;
provided that in the opinion of the Board of Directors adequate provision
has been made for the payment, satisfaction and discharge of all known,
unascertained or contingent debts, obligations and liabilities of ATAC
(including costs and expenses incurred and anticipated to be incurred in
connection with the complete liquidation of ATAC). All determinations
as to the time for and the amount of liquidating distributions shall be
made in the exercise of the absolute discretion of the Board of Directors
and in accordance with Section 281 of the DGCL. As provided in
Section 12 below, distributions made pursuant to this Plan shall be
treated as made in complete liquidation of ATAC within the meaning of the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations promulgated thereunder.
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9.
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AMENDMENT
OR MODIFICATION OF PLAN. If for any reason the Board determines that such
action would be in the best interests of ATAC, it may amend or modify this
Plan and all actions contemplated hereunder, notwithstanding stockholder
approval of this Plan, to the extent permitted by the DGCL and in
accordance with and subject to the terms of the Charter; provided,
however, that ATAC will not amend or modify this Plan under circumstances
that would require additional stockholder approval under the DGCL and/or
the federal securities laws without complying with such
laws.
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10.
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CANCELLATION
OF STOCK AND STOCK CERTIFICATES. Following the dissolution of ATAC, it
shall no longer permit or effect transfers of any of its stock, except by
will, intestate succession or operation of
law.
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11.
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LIQUIDATION
UNDER CODE SECTIONS 331 AND 336. It is intended that this Plan shall be a
plan of complete liquidation of ATAC in accordance with the terms of
Sections 331 and 336 of the Code. This Plan shall be deemed to authorize
the taking of such action as may be necessary to conform with the
provisions of said Sections 331 and 336 of the Code and the regulations
promulgated thereunder, including, without limitation, the making of an
election under Section 336(e) of the Code, if
applicable.
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12.
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FILING
OF TAX FORMS. The appropriate officers of ATAC are authorized and
directed, within 30 days after the adoption of this Plan, to execute and
file a U.S. Treasury Form 966 pursuant to Section 6043 of the Code
and such additional forms and reports with the Internal Revenue Service as
may be necessary or appropriate in connection with this Plan and the
carrying out thereof.
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PROXY
Advanced
Technology Acquisition Corp.
14
A Achimeir Street
Ramat
Gan, Israel 52587
SPECIAL
MEETING OF STOCKHOLDERS
June
[30], 2009
YOUR VOTE
IS IMPORTANT
FOLD AND
DETACH HERE
ADVANCED
TECHNOLOGY ACQUISITION CORP.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
June
[30], 2009
The
undersigned, revoking any previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement, dated June ___, 2009, in
connection with the Special Meeting to be held at 10:00 a.m. Eastern Standard
Time on June [30], 2009 at the offices of Loeb & Loeb LLP, 345 Park
Ave, New York, NY 10154, and hereby appoints
[ ]
and
[ ],
and each of them (with full power to act alone), the attorneys and proxies of
the undersigned, with power of substitution to each, to vote all shares of the
common stock, of Advanced Technology Acquisition. (the “Corporation”) registered
in the name provided, which the undersigned is entitled to vote at the Special
Meeting of Stockholders, and at any adjournments thereof, with all the powers
the undersigned would have if personally present. Without limiting the general
authorization hereby given, said proxies are, and each of them is, instructed to
vote or act as follows on the proposals set forth in this Proxy
Statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS LISTED
BELOW.
IF YOUR
SHARES ARE HELD IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK, YOU MUST INSTRUCT
YOUR BROKER OR BANK ON HOW TO VOTE YOUR SHARES. IF YOU DO NOT PROVIDE SUCH
INSTRUCTIONS, YOUR SHARES WILL NOT BE VOTED ON ANY OF THE
PROPOSALS.
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALS LISTED BELOW.
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To
approve the dissolution of the Corporation and the Plan of Liquidation
submitted to stockholders at the special meeting.
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To
permit the Corporation’s Board of Directors, in its discretion, to adjourn
or postpone the special meeting if necessary for further solicitation of
proxies if there are not sufficient votes at the originally scheduled time
of the special meeting to approve the proposal to liquidate and
adjourn
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PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED “FOR” THE PROPOSALS SET FORTH ABOVE.
Dated
____________________
2009
Stockholder’s
Signature
Stockholder’s
Signature
Signature
should agree with name printed hereon. If stock is held in the name of more than
one person, EACH joint owner should sign. Executors, administrators, trustees,
guardians, and attorneys should indicate the capacity in which they sign.
Attorneys should submit powers of attorney.
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