UNITED STATES (Amendment No. 1)*
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
ARGYLE SECURITY ACQUISITION CORPORATION
(Name of
Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* 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 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).
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CUSIP
No. |
040311102 |
SCHEDULE 13G |
Page |
2 |
of |
10 |
| 1 |
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY).
Millenco, L.L.C. 13-3532932 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER 138,250 | |
| 6 |
SHARED VOTING POWER -0- | ||
| 7 |
SOLE DISPOSITIVE POWER 138,250 | ||
| 8 |
SHARED DISPOSITIVE
POWER -0- | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 138,250 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 2.9% |
| 12 | TYPE OF REPORTING PERSON OO, BD |
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CUSIP
No. |
040311102 |
SCHEDULE 13G |
Page |
3 |
of |
10 |
| 1 |
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY).
Millennium Management, L.L.C. 13-3804139 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER 138,250 |
| 6 |
SHARED VOTING POWER -0- | |
| 7 |
SOLE DISPOSITIVE POWER 138,250 | |
| 8 |
SHARED DISPOSITIVE POWER -0- |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 138,250 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 2.9% |
| 12 | TYPE OF REPORTING PERSON OO |
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CUSIP
No. |
040311102 |
SCHEDULE 13G |
Page |
4 |
of |
10 |
| 1 |
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY). Israel A. Englander |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER 138,250 |
| 6 |
SHARED VOTING POWER -0- | |
| 7 |
SOLE DISPOSITIVE POWER 138,250 | |
| 8 |
SHARED DISPOSITIVE POWER -0- |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 138,250 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 2.9% |
| 12 |
TYPE OF REPORTING
PERSON IN |
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CUSIP
No. |
040311102 |
SCHEDULE 13G |
Page |
5 |
of |
10 |
| Item 1 | ||
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(a) | Name of Issuer: |
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Argyle Security Acquisition Corporation, a Delaware corporation (the "Company"). | |
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(b) | Address of Issuer’s Principal Executive Offices: |
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200 Concord Plaza, Suite 700 | |
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San Antonio, Texas 78216 | |
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Item 2 |
(a) | Name of Person Filing: |
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Item 2 |
(b) | Address of Principal Business Office: |
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Item 2 |
(c) | Citizenship: |
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Millenco, L.L.C. c/o Millennium Management, L.L.C. 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Millennium Management,
L.L.C. 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Israel A. Englander c/o Millennium Management, L.L.C. 666 Fifth Avenue New York, New York 10103 Citizenship: United States | |
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| (d) | Title of Class of Securities: | |
| Common Stock, par value $0.0001 per share ("Common Stock") | ||
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| (e) | CUSIP Number: | |
| 040311102 | ||
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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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(a) | þ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
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(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
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(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
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(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
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(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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CUSIP
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040311102 |
SCHEDULE 13G |
Page |
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10 |
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(g) | þ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) | 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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(i) | 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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(j) | o | Group, in accordance with §240.13d-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, each Reporting Person may be deemed to be the beneficial owner of 138,250 shares of Common Stock owned by Millenco, L.L.C., a Delaware limited liability company ("Millenco"), formerly known as Millenco, L.P., a Delaware limited partnership. Millenco is a broker-dealer and a member of the American Stock Exchange and the NASDAQ.
Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
Note: Integrated Holding Group, L.P., a Delaware limited partnership ("Integrated Holding Group"), is a non-managing member of Millenco. As a non-managing member, Integrated Holding Group has no investment or voting control over Millenco or its securities positions.
(b) Percent of Class 2.9% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 4,781,307 shares of Common Stock outstanding as of November 10, 2006, as reported in the Company’s Quarterly Report on Form 10-Q, dated as of November 13, 2006.
(c) Number of shares as to which such person
has:
138,250
(ii) Shared power to vote or to direct the vote -0- SCHEDULE 13G (iii) Sole power to dispose or to direct the disposition of 138,250 (iv) Shared power to dispose or to direct the disposition of -0- 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 þ . 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 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. SCHEDULE 13G
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 10, 2007, by and among Millenco, L.L.C., Millennium Management, L.L.C. and Israel A. Englander.
SCHEDULE 13G
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: January 10, 2007 MILLENCO, L.L.C. By: Millennium Management,
L.L.C. By: /s/ Terry
Feeney
MILLENNIUM MANAGEMENT,
L.L.C. By: /s/ Terry
Feeney
SCHEDULE 13G
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 Argyle Security Acquisition Corporation, a Delaware Corporation, is being filed, and all amendments thereto 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: January 10, 2007 MILLENCO, L.L.C. By: Millennium Management,
L.L.C. By: /s/ Terry
Feeney
MILLENNIUM MANAGEMENT,
L.L.C. By: /s/ Terry
Feeney
(i) Sole power to vote or to direct the vote
Page
of
Page
of
Page
of
as
manager
Name: Terry
Feeney
Title: Chief Operating Officer
Name: Terry
Feeney
Title: Chief Operating Officer
/s/ Israel A.
Englander by David
Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
Israel
A.
Englander
Page
of
EXHIBIT I
JOINT
FILING AGREEMENT
as
manager
Name: Terry
Feeney
Title: Chief Operating Officer
Name: Terry
Feeney
Title: Chief Operating Officer
/s/ Israel A.
Englander by David
Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
Israel
A. Englander