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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Atlas Mining Company
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
049375108
(CUSIP Number of Class of Securities)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
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December 12, 2007
(Date of Event which required Filing of this Statement)
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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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See 240.13d-7
(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 049375108
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The IBS Turnaround Fund (QP) (A Limited Partnership)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7 SOLE VOTING POWER
6,263,991
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,263,991
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,263,991
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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14 TYPE OF REPORTING PERSON: PN
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2
CUSIP No. 049375108
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The IBS Turnaround Fund (A Limited Partnership)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7 SOLE VOTING POWER
2,124,816
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,124,816
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,124,816
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
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14 TYPE OF REPORTING PERSON: PN
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3
CUSIP No. 049375108
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The IBS Opportunity Fund (BVI), Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
1,300,275
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,300,275
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,275
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
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14 TYPE OF REPORTING PERSON: PN
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4
CUSIP No. 049375108
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IBS Capital LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7 SOLE VOTING POWER
9,689,082
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,689,082
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,689,082
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%
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14 TYPE OF REPORTING PERSON: OO
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5
This Amendment No. 5 to Schedule 13D (this "Schedule 13D/A" or this
"Statement") amends the initial statement on Schedule 13D ("Initial 13D")
relating to the Common Stock of Atlas Mining Company (the "Company") filed with
the Securities and Exchange Commission (the "Commission") on July 11, 2005 by
The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Turnaround Fund"),
The IBS Turnaround Fund (A Limited Partnership) (the "LP Turnaround Fund"), The
IBS Opportunity Fund (BVI), Ltd. (the "Opportunity Fund") and IBS Capital LLC
("IBS" and, together with QP Turnaround Fund, LP Turnaround Fund and Opportunity
Fund, the "Filers"), as amended by Amendment No. 1 filed with the Commission on
July 12, 2005, Amendment No. 2 filed on October 16, 2006, Amendment No. 3 filed
on January 23, 2007 and Amendment No. 4 filed on October 12, 2007.
The Filers have entered into a Joint Filing Agreement, dated December 12,
2007, a copy of which is filed herewith as Exhibit 2 to the Schedule 13D, and
which is incorporated herein by reference. Neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Filers that they
constitute a "group" as such term is used in Section 13(d)(1)(k) of the rules
and regulations under the Securities Exchange Act of 1934, as amended.
Items 2, 4, 5 and 7 are hereby amended and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND
QP Turnaround Fund is a Massachusetts limited partnership. Its principal
business is investing in securities. The address of its principal office is One
International Place, Suite 2401, Boston, Massachusetts 02110.
LP Turnaround Fund is a Massachusetts limited partnership. Its principal
business is investing in securities. The address of its principal office is One
International Place, Suite 2401, Boston, Massachusetts 02110.
The Opportunity Fund is a British Virgin Islands international business
company. Its principal business is investing in securities. The address of its
principal office is Marcy Building, 2nd Floor, Purcell Estate, P.O. Box 2416,
Road Town, Tortola, British Virgin Islands.
IBS is a Massachusetts limited liability company. Its principal business
is investing in securities. The address of its principal office is One
International Place, Suite 2401, Boston, Massachusetts 02110.
None of the Filers has, during the past five years, (i) been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been 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.
David A. Taft is the President of IBS. His business address is One
International Place, Suite 2401, Boston, Massachusetts 02110. His principal
occupation is investing in securities. During the past five years, he has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, he has not been 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. He is a citizen of the United States of America.
ITEM 4. PURPOSE OF TRANSACTION
On December 12, 2007, IBS submitted a letter to the Company in which it
expressed its concerns regarding recent developments at the Company as well as
the Company's declining stock price and overall performance. IBS further
expressed its view that certain governance changes need to be made at the
Company. Specifically, IBS called for the current three-member board of
directors to be expanded to five directors, and for two independent directors to
be
6
added to the board who are not affiliated with the management of the Company or
IBS. The letter also stated that IBS was prepared to offer the names of two
individuals who are not affiliated with IBS and who would act in the best
interests of all shareholders. Finally, IBS recommended that the newly
constituted board then form a special committee comprised of the independent
directors to investigate the conduct of the Company's former CEO. IBS urged the
company to take all of the foregoing steps immediately.
Subsequent to sending the letter, IBS had conversations with the Chief
Executive Officer of the Company regarding IBS's recommendations. The CEO has
indicated to IBS that he agrees with IBS's recommendations and would pursue the
matter with the board of directors.
The Filers intend to review their investment in the Company on a continuing
basis. Depending on various factors including, without limitation, the Company's
financial position and strategic direction, the Company's response to the
actions suggested by the Filers, price levels of the Common Stock, conditions in
the securities market and general economic and industry conditions, the Filers
may in the future take such actions with respect to their investment in the
Company as they deem appropriate including, but not limited to, purchasing
additional Common Stock or other securities of the Company or selling some or
all of their Common Stock on the open market, in private transactions or
otherwise, communicating with the Company or other investors or stockholders or
conducting a proxy solicitation with respect to the election of directors of the
Company. Except as set forth herein or as would occur in connection with any of
IBS's recommendations described above, the Filers do not have any 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Statement, QP Turnaround Fund holds, in the
aggregate, 6,263,991 Shares, which represents 11.6% of the Company's Common
Stock. IBS beneficially owns, in the aggregate, 9,689,082 Shares, which
represents 17.9% of the Company's Common Stock. The Shares beneficially owned by
IBS are owned directly by QP Turnaround Fund (6,263,991 Shares); LP Turnaround
Fund (2,124,816 Shares representing 3.9% of the Company's Common Stock); and the
Opportunity Fund (1,300,275 Shares representing 2.4% of the Company's Common
Stock). The percentages used in this Statement are calculated based on
54,173,594 outstanding Shares, as reported in the Company's 10-QSB, as filed
with the Commission on August 14, 2007.
(b) The information contained in table form in Rows 7 though 11 on each of
pages 2, 3, 4 and 5 hereof, which relates to beneficial ownership, voting and
disposition of Shares is hereby incorporated by reference.
(c) On December 4, 2007, IBS became the beneficial owner of 262,500 Shares,
all of which were purchased on the open market. Of these Shares, QP Turnaround
Fund purchased 175,220 Shares at a price of $0.5987 per Share, LP Turnaround
Fund purchased 57,654 Shares at a price of $0.5987 per Share and Opportunity
Fund purchased 29,626 Shares at a price of $0.5987 per Share.
(d)-(e) Inapplicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2 Joint Filing Agreement, dated December 12, 2007, by and among
The IBS Turnaround Fund (QP) (A Limited Partnership), The IBS
Turnaround Fund (A Limited Partnership), The IBS Opportunity
Fund (BVI), Ltd. and IBS Capital LLC
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 13, 2007
THE IBS TURNAROUND FUND (QP) (A LIMITED PARTNERSHIP)
By: IBS CAPITAL LLC
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General Partner
By: /s/ David A. Taft
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David A. Taft, President
THE IBS TURNAROUND FUND (A LIMITED PARTNERSHIP)
By: IBS CAPITAL LLC
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General Partner
By: /s/ David A. Taft
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David A. Taft, President
THE IBS OPPORTUNITY FUND (BVI), LTD.
By: IBS CAPITAL LLC
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Manager
By: /s/ David A. Taft
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David A. Taft, President
IBS CAPITAL LLC
By: /s/ David A. Taft
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David A. Taft, President
8