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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
POLARIS ACQUISITION CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
73104R102
OCTOBER 24, 2008
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the notes).
Page 1 of 11 Pages
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CUSIP No. |
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73104R102 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Integrated Core Strategies (US) LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,813,400 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
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SHARED DISPOSITIVE POWER |
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1,813,400 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,813,400 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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9.7% |
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TYPE OF REPORTING PERSON ** |
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OO |
** SEE INSTRUCTIONS BEFORE FILLING OUT!!
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CUSIP No. |
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73104R102 |
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11 Pages |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Millenco LLC 13-3532932 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
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SHARED DISPOSITIVE POWER |
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-0- |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-0- |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0.0% |
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TYPE OF REPORTING PERSON ** |
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OO, BD |
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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73104R102 |
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11 Pages |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Millennium Management LLC 13-3804139 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,813,400 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
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SHARED DISPOSITIVE POWER |
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1,813,400 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,813,400 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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9.7% |
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TYPE OF REPORTING PERSON ** |
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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73104R102 |
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11 Pages |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Israel A. Englander |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,813,400 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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1,813,400 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,813,400 |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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9.7% |
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TYPE OF REPORTING PERSON ** |
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IN |
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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73104R102 |
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Explanatory Note:
This amendment is being filed to (i) report the transfer of 1,813,400 shares held by Millenco LLC
to Integrated Core Strategies (US) LLC, each of which is a wholly-owned subsidiary of the same
entity, as a result of which Integrated Core Strategies may be deemed to beneficially own those
shares of Common Stock; and (ii) to report other changes as set forth in this filing. See Item 4
for a description of these entities.
Item 1.
(a) |
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Name of Issuer |
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Polaris Acquisition Corp., a Delaware corporation (the Company). |
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(b) |
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Address of Issuers Principal Executive Offices: |
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2200 Fletcher Avenue, 4th Floor
Fort Lee, New Jersey 07024 |
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
Millenco LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
(d) |
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Title of Class of Securities |
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common stock, par value $0.0001 per share (Common Stock) |
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(e) |
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CUSIP Number |
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73104R102 |
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CUSIP No. |
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
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o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
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o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
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o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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o Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8). |
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o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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o An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F); |
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o A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); |
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o A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
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o A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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o Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned
As of the date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited
liability company (Integrated Core Strategies) may be deemed to be the beneficial owner of
1,813,400 shares of Common Stock. Integrated Core Strategies also holds 3,601,525 warrants of the
Company (Warrants). Each Warrant entitles the holder to purchase one share of the Companys
Common Stock at a price of $7.00. Each Warrant will become exercisable on the later of the
Companys completion of a business combination and January 11, 2009, and will expire on January 10,
2012, or earlier upon redemption. In certain cases, the Warrants and Common Stock are part of the
Companys units.
Also, as of the date of this filing Millenco LLC, a Delaware limited liability company
(Millenco) (formerly known as Millenco, L.P.) has ceased to be the beneficial owner of
any shares of Common Stock.
Millennium Management LLC, a Delaware limited liability company (Millennium
Management) is the general partner of Integrated Holding Group LP, a Delaware limited
partnership (Integrated Holding Group), which is the managing member of Integrated Core
Strategies and consequently may be deemed to have shared voting control and investment
discretion over securities owned by Integrated Core Strategies. Israel A. Englander (Mr.
Englander) is the managing member of Millennium Management. As a result, Mr. Englander may
be deemed to have shared voting control and investment discretion over securities deemed to
be beneficially owned by Millennium Management. The foregoing should not be construed in and of
itself as an admission by Millennium Management, Integrated Holding Group or Mr. Englander
as to beneficial ownership of the securities owned by Integrated Core Strategies.
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(b) Percent of Class
9.7% of the Companys Common Stock (see Item 4(a) above), which percentage was
calculated based on 18,750,000 shares of Common Stock outstanding as of July 31, 2008, as
reported by the Company on its Form 10-Q, dated August 13, 2008).
(c) Number of shares as to which such person has:
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Sole power to vote or to direct the vote: |
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-0- |
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(ii) |
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Shared power to vote or to direct the vote |
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1,813,400 |
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(iii) |
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Sole power to dispose or to direct the disposition of |
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-0- |
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Shared power to dispose or to direct the disposition of |
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1,813,400 |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [X]. See Item 4(a).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
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CUSIP No. |
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73104R102 |
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By signing below each of the undersigned certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 3, 2008, by and among Integrated Core
Strategies (US) LLC, Millenco LLC, Millennium Management LLC and Israel A. Englander.
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CUSIP No. |
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73104R102 |
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information with respect to it set forth in this statement is true, complete,
and correct.
Dated: November 3, 2008
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INTEGRATED CORE STRATEGIES (US) LLC
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By: |
Integrated Holding Group LP
its managing member
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By: |
Millennium Management LLC
its general partner
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By: |
/s/ David Nolan
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Name: |
David Nolan |
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Title: |
Co-President |
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MILLENCO LLC
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By: |
/s/ Mark Meskin
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Name: |
Mark Meskin |
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Title: |
Chief Executive Officer |
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MILLENNIUM MANAGEMENT LLC
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By: |
/s/ David Nolan
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Name: |
David Nolan |
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Title: |
Co-President |
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/s/ Israel A. Englander by David
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Nolan pursuant to Power of Attorney |
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filed with SEC on June 6, 2005
Israel A. Englander |
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EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with
the Securities and Exchange Commission on or about the date hereof with respect to the
beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per
share, of Polaris Acquisition Corp., a Delaware corporation, will be filed on behalf of each
of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Dated: November 3, 2008
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INTEGRATED CORE STRATEGIES (US) LLC
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By: |
Integrated Holding Group LP
its managing member
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By: |
Millennium Management LLC
its general partner
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By: |
/s/ David Nolan
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Name: |
David Nolan |
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Title: |
Co-President |
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MILLENCO LLC
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By: |
/s/ Mark Meskin
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Name: |
Mark Meskin |
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Title: |
Chief Executive Officer |
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MILLENNIUM MANAGEMENT LLC
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By: |
/s/ David Nolan
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Name: |
David Nolan |
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Title: |
Co-President |
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/s/ Israel A. Englander by David
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Nolan pursuant to Power of Attorney |
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filed with SEC on June 6, 2005
Israel A. Englander |
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