SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Amendment #1
ADA-ES Inc.
(NAME OF ISSUER)
Common Stock no par value
(TITLE OF CLASS OF SECURITIES)
005208103
(CUSIP NUMBER)
Paul D. Sonkin
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
153 East 53rd Street, 55th Floor
New York, New York 10022
212-521-0975
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 22, 2004
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
(Continued on following pages)
(Page 1 of 9 pages)
CUSIP No. 005208103 13D/A Page 2 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC)
IRS No. 13-4082842
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 249,679
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER 236,864
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,679
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.8%
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14. TYPE OF REPORTING PERSON*
OO
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(Page 2 of 9 Pages)
CUSIP No. 005208103 13D/A Page 3 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul D. Sonkin
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 249,679
OWNED BY
------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 5,815
REPORTING
------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,679
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.8%
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14. TYPE OF REPORTING PERSON*
IN
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(Page 3 of 8 Pages)
CUSIP No. 005208103 13D/A Page 4 of 8 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1, dated January 28, 2004, to Schedule 13D is
filed by the Reporting Persons and amends Schedule 13D as previously filed
by the Reporting Persons with the Securities and Exchange Commission on
December 16, 2003 (the "Schedule 13D"), relating to the Common Stock no par
value (the "Common Stock") of ADE-ES, a Colorado corporation.
Items 2, 3 and 5 and Exhibit 1 of the Schedule 13D are hereby amended and
restated, as follows:
ITEM 2 IDENTITY AND BACKGROUND
a. The persons filing this statement are Hummingbird Management, LLC
(" Hummingbird"), and Paul D. Sonkin, collectively referred to together as
"Reporting Persons."
b. Hummingbird Management, LLC (f/k/a Morningside Value Investors,
LLC), is a Delaware limited liability company("Hummingbird"), whose principal
business and principal office address is 153 East 53rd Street,55th Floor,
New York, New York 10022. Hummingbird acts as investment manager to The
Hummingbird Value Fund, L.P. ("HVF"), The Hummingbird Microcap Value
Fund, L.P. (the "Microcap Fund"), and to The Hummingbird Concentrated Fund,
L.P. (the "Concentrated Fund"), and has the sole investment discretion and
voting authority with respect to the investments owned of record by each of
HVF, Microcap Fund, and Concentrated Fund. Accordingly, Hummingbird may be
deemed for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934,
as amended ("Rule 13d-3"), to be the beneficial owner of the Shares owned by
HVF, Microcap Fund and Concentrated Fund. The managing member of Hummingbird
is Paul Sonkin. Mr. Sonkin is also the managing member of Hummingbird Capital
(f/k/a Morningside Capital, LLC) ("Hummingbird Capital"), the general partner
of HVF, Microcap Fund, and Concentrated Fund.
HVF, Microcap Fund, and Concentrated Fund are Delaware limited
partnerships whose principal business and principal office address is 153
East 53rd Street,55th Floor, New York, New York 10022 and whose principal
business is investing in securities in order to achieve its investment
objectives. Mr. Sonkin is a citizen of the United States and Hummingbird
Capital is a Delaware limited liability company. The principal business and
principal office address of both Mr. Sonkin and Hummingbird Capital is
153 East 53rd Street, 55th Floor, New York, New York 10022.
During the past five years none of Hummingbird, HVF, Microcap Fund,
Concentrated Fund, Mr. Sonkin or Hummingbird Capital has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which any of the foregoing
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.
(Page 4 of 8 Pages)
CUSIP No. 005208103 13D/A Page 5 of 8 Pages
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of January 28, 2004, Hummingbird has caused each of HVF,
Microcap Fund and Concentrated Fund to invest approximately $657,754,
$483,661, and $437,417 respectively, in the Shares of the Issuer using their
respective working capital. Sonkin has invested $5,407 in Shares of the issuer
using Personal Funds.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons aggregately beneficially own 249,679, or
6.8% of the Common Stock of the Issuer, based upon 3,582,230 shares
outstanding as of November 7, 2003, as reported on the latest 10-QSB of the
Issuer.
(b) Hummingbird has shared voting power over 249,679 Shares of the
Issuer.
Hummingbird has sole dispositive power over 236,864 Shares.
As the holder of sole voting and investment authority over the Shares owned
by HVF, the Microcap Fund and the Concentrated Fund, Hummingbird may be
deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended, to be the beneficial owner of the aggregate amount of
236,864 Shares of the Issuer. Hummingbird disclaims any economic interest
or beneficial ownership of the Shares covered by this Statement.
(Page 5 of 8 Pages)
CUSIP No. 005208103 13D/A Page 6 of 8 Pages
Mr. Sonkin is the managing member and control person of
Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial
owner of such Shares deemed to be beneficially owned by Hummingbird. Thus,
Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial
owner of 236,864 Shares of the Issuer Mr. Sonkin disclaims any economic
interest or beneficial ownership of these Shares.
Mr. Sonkin is also the owner of 5,815 Shares and has sole
dispositive power over 5,815 Shares. He has shared voting power over
249,679 Shares.
(c) Hummingbird caused HVF to effect transactions in the Shares during
the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
11/28/03 open market purchase 4,303 6.131
12/1/03 open market purchase 1,148 6.100
12/2/03 open market purchase 3,157 6.232
12/3/03 open market purchase 16,933 6.250
12/4/03 open market purchase 4,018 6.271
12/8/03 open market purchase 1,050 6.300
12/10/03 open market purchase 3,200 6.300
12/11/03 open market purchase 2,237 6.560
12/12/03 open market purchase 8,600 7.005
12/15/03 open market purchase 1,100 7.000
12/17/03 open market purchase 1,764 7.000
12/30/03 open market purchase 1,000 7.100
1/23/04 open market purchase 3,100 8.473
(Page 6 of 8 Pages)
CUSIP No. 005208103 13D/A Page 7 of 8 Pages
Hummingbird caused the Microcap Fund to effect transactions
in the Shares during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
11/28/03 open market purchase 3,697 6.131
12/1/03 open market purchase 852 6.100
12/2/03 open market purchase 2,343 6.232
12/3/03 open market purchase 12,567 6.250
12/4/03 open market purchase 2,982 6.271
12/8/03 open market purchase 750 6.300
12/10/03 open market purchase 2,300 6.300
12/11/03 open market purchase 1,763 6.560
12/12/03 open market purchase 8,000 7.005
12/15/03 open market purchase 1,000 7.000
12/17/03 open market purchase 1,500 7.000
12/30/03 open market purchase 800 7.100
Hummingbird caused the Concentrated Fund to effect
transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
12/31/03 open market purchase 5,500 7.100
1/2/04 open market purchase 3,500 7.100
1/5/04 open market purchase 4,200 7.129
1/6/04 open market purchase 500 7.250
1/20/04 open market purchase 20,000 8.700
1/21/04 open market purchase 5,400 8.819
1/22/04 open market purchase 8,000 8.753
1/26/04 open market purchase 2,300 8.550
(Page 7 of 8 Pages)
CUSIP No. 005208103 13D/A Page 8 of 8 Pages
Sonkin has effected no transactions in the Shares on his
own behalf during the past 60 days..
(d) Inapplicable.
(e) Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Dated: January 28, 2004
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin
Title: Managing Member
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin