UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
ATARI,
INC.
(Name
of
Issuer)
Common
Stock, par value $0.10 per share
(Title
of
Class of Securities)
04651M204
(CUSIP
Number)
|
BlueBay
Asset Management plc
77
Grosvenor Street, London, W1K 3JR, United Kingdom
Attention:
Eli Muraidekh
+44
(0)20 7389 3700
|
With
a copy to:
N.
Adele Hogan
White
& Case LLP
1155
Avenue of the Americas
New
York, NY 10036
(212)
819-8626
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
14, 2008
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
o
Note
:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. 04651M204
|
|
1.
|
Name
of Reporting Person
The
BlueBay Value Recovery (Master) Fund Limited.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
|
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)
o
|
|
6.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
|
7.
|
Sole
Voting Power
0
|
Shares
Beneficially
Owned
by
|
8.
|
Shared
Voting Power
1
1
|
|
Each
Reporting
Person
With
|
9.
|
Sole
Dispositive Power
0
|
|
|
10.
|
Shared
Dispositive Power
1
1
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1
1
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
100%
|
|
14.
|
Type
of Reporting Person (See Instructions)
[CO]
|
1
Represents
one share of common stock of the Issuer (the “Infogrames Owned Shares”) held by
Infogrames Entertainment S.A., a French
société anonyme
(“Infogrames”)
through its wholly owned subsidiary California U.S. Holdings, Inc. (“CUSH”). The
BlueBay Value Recovery (Master) Fund Limited (“BVRF”) and The BlueBay
Multi-Strategy (Master) Fund Limited (“BMSF”, and together with BVRF, the
“BlueBay Funds”) collectively own approximately 31.5% of shares of common stock
of Infogrames. The BlueBay Funds also hold 132,119,747 warrants and 1,327,731
bonds convertible into shares of common stock of Infogrames at the BlueBay
Funds’ option. If the BlueBay Funds were to undertake the conversion of the
bonds and warrants, the BlueBay Funds would hold approximately 54.9% of the
outstanding shares of Infogrames on a fully diluted basis, and thereby may
be
deemed to be beneficial owners of the Infogrames Owned Shares under Rule
13d-3(d)(1)h of the Act.
|
|
|
|
1.
|
Name
of Reporting Person
The
BlueBay Multi-Strategy (Master) Fund Limited
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
|
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)
o
|
|
6.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
|
7.
|
Sole
Voting Power
0
|
Shares
Beneficially
Owned
by
|
8.
|
Shared
Voting Power
1
2
|
|
Each
Reporting
Person
With
|
9.
|
Sole
Dispositive Power
0
|
|
|
10.
|
Shared
Dispositive Power
1
2
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1
2
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
100%
|
|
14.
|
Type
of Reporting Person (See Instructions)
[CO]
|
2
Represents
one share of common stock of the Issuer (the “Infogrames Owned Shares”) held by
Infogrames Entertainment S.A., a French
société anonyme
(“Infogrames”)
through its wholly owned subsidiary California U.S. Holdings, Inc. (“CUSH”). The
BlueBay Value Recovery (Master) Fund Limited (“BVRF”) and The BlueBay
Multi-Strategy (Master) Fund Limited (“BMSF”, and together with BVRF, the
“BlueBay Funds”) collectively own approximately 31.5% of shares of common stock
of Infogrames. The BlueBay Funds also hold 132,119,747 warrants and 1,327,731
bonds convertible into shares of common stock of Infogrames at the BlueBay
Funds’ option. If the BlueBay Funds were to undertake the conversion of the
bonds and warrants, the BlueBay Funds would hold approximately 54.9% of the
outstanding shares of Infogrames on a fully diluted basis, and thereby may
be
deemed to be beneficial owners of the Infogrames Owned Shares under Rule
13d-3(d)(1)h of the Act.
|
|
|
|
1.
|
Name
of Reporting Person
BlueBay
Asset Management plc
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
|
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)
o
|
|
6.
|
Citizenship
or Place of Organization
|
|
Number
of
|
7.
|
Sole
Voting Power
0
|
Shares
Beneficially
Owned
by
|
8.
|
Shared
Voting Power
1
3
|
|
Each
Reporting
Person
With
|
9.
|
Sole
Dispositive Power
0
|
|
|
10.
|
Shared
Dispositive Power
1
3
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1
3
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
100%
|
|
14.
|
Type
of Reporting Person (See Instructions)
[CO]
|
3
Represents
one share of common stock of the Issuer (the “Infogrames Owned Shares”) held by
Infogrames Entertainment S.A., a French
société
anonyme
(“Infogrames”) through its wholly owned subsidiary California U.S. Holdings,
Inc. (“CUSH”). The BlueBay Value Recovery (Master) Fund Limited (“BVRF”) and The
BlueBay Multi-Strategy (Master) Fund Limited (“BMSF”, and together with BVRF,
the “BlueBay Funds”) collectively own approximately 31.5% of shares of common
stock of Infogrames. The BlueBay Funds also hold 132,119,747 warrants and
1,327,731 bonds convertible into shares of common stock of Infogrames at the
BlueBay Funds’ option. If the BlueBay Funds were to undertake the conversion of
the bonds and warrants, the BlueBay Funds would hold approximately 54.9% of
the
outstanding shares of Infogrames on a fully diluted basis, and thereby may
be
deemed to be beneficial owners of the Infogrames Owned Shares under
Rule
13d-3(d)(1)
h
of the
Act. BlueBay Asset Management plc is the investment manager of the BlueBay
Funds.
This
Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed on March 11, 2008
(the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), as
amended by the following amendments filed with the SEC: Amendment No. 1 filed
on
April 30, 2008, is filed by the undersigned to further amend the Schedule 13D.
The Schedule 13D is filed with respect to the common stock, par value $0.10
per
share (the “Common Stock”) of Atari, Inc., a Delaware corporation (the
“Issuer”). The Common Stock to which this Amendment No. 2 relates is held
directly by California U.S. Holdings (“CUSH”), a wholly owned subsidiary of
Infogrames Entertainment S.A. (“Infogrames”). Capitalized terms used but not
defined herein shall have the meanings attributed to them in the Schedule 13D.
Except
as
expressly provided herein, this Amendment No. 2 does not modify any of the
information previously reported in the Schedule 13D.
ITEM
4. PURPOSE OF TRANSACTION
Item
4 is
amended to add the following paragraphs:
On
October 8, 2008, Infogrames, Irata Acquisition Corp. (“Merger Sub”), a Delaware
corporation wholly owned by CUSH, and the Issuer consummated the Merger pursuant
to the Agreement and Plan of Merger dated as of April 30, 2008 (the “Merger
Agreement”), as previously reported in the Schedule 13D. A copy of the Merger
Agreement was previously filed with the Schedule 13D as Exhibit 99.11. Upon
consummation of the Merger, the Issuer became a wholly owned indirect subsidiary
of Infogrames.
At
the
effective time of the Merger, (1) all shares of the Issuer’s common stock, par
value $0.10 per share then outstanding (other than shares owned by the Filing
Persons and shares as to which dissenters’ rights have been properly exercised)
were converted into the right to receive $1.68 per share in cash, and (2) the
certificate of incorporation and bylaws of Merger Sub became the certificate
of
incorporation and bylaws, respectively, of the Surviving Corporation (as defined
in the Merger Agreement). In addition, effective October 8, 2008, the
registration of the shares of Common Stock of the Issuer under the Securities
Exchange Act of 1934, as amended, was terminated.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
Item
5 is
hereby amended to add the following paragraphs:
The
Merger was consummated on October 8, 2008 and the Filing Persons do not own
any
of the shares of Common Stock of the Issuer. See Item 4 for additional
information.
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:
October
29, 2008
|
|
BLUEBAY
ASSET MANAGEMENT PLC
By:
/s/
Nicholas Williams
Name:
Nicholas Williams
Title:
Chief Financial Officer
|
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