- Amended Statement of Ownership (SC 13G/A)
November 03 2008 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
OCEANAUT, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
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:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
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 16 Pages
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CUSIP No.
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675227102
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Page
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2
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of
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16 Pages
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1
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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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2
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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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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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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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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,264,220
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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8
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SHARED DISPOSITIVE POWER
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1,264,220
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,264,220
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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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5.2%
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12
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TYPE OF REPORTING PERSON **
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OO
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CUSIP No.
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675227102
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Page
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3
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of
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16 Pages
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1
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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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2
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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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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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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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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON **
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OO, BD
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
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675227102
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Page
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4
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of
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16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cognizant Holdings, Ltd.
98-0515551
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2
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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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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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5
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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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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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35,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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8
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SHARED DISPOSITIVE POWER
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35,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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35,000
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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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0.1%
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12
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TYPE OF REPORTING PERSON **
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CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
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675227102
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Page
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5
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of
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16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Millennium International Management GP LLC
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2
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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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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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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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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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35,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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8
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SHARED DISPOSITIVE POWER
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35,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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35,000
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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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0.1%
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12
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TYPE OF REPORTING PERSON **
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OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
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675227102
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Page
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6
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of
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16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Millennium International Management LP
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2
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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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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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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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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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35,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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8
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SHARED DISPOSITIVE POWER
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35,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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35,000
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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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0.1%
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|
12
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TYPE OF REPORTING PERSON **
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OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
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675227102
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Page
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7
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of
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16 Pages
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1
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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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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
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SEC USE ONLY
|
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|
|
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|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Delaware
|
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|
|
5
|
|
SOLE VOTING POWER
|
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|
NUMBER OF
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|
-0-
|
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|
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SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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|
OWNED BY
|
|
1,299,220
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|
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|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
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|
-0-
|
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WITH
|
8
|
|
SHARED DISPOSITIVE POWER
|
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1,299,220
|
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|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,299,220
|
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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
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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5.3%
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|
12
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TYPE OF REPORTING PERSON **
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OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
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675227102
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Page
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8
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of
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16 Pages
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1
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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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2
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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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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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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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6
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,299,220
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
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|
-0-
|
|
|
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|
WITH
|
8
|
|
SHARED DISPOSITIVE POWER
|
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|
|
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1,299,220
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|
|
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,299,220
|
|
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **
|
|
|
|
o
|
|
|
|
11
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|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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5.3%
|
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|
12
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TYPE OF REPORTING PERSON **
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IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
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675227102
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Page
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9
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of
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16 Pages
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Explanatory Note:
This amendment is being filed to (i) report the transfer of 1,264,220 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) Name of Issuer
Oceanaut, Inc., a company incorporated under the laws of the Republic of the Marshall Islands
(the Company).
(b) Address of Issuers Principal Executive Offices:
17
th
Km National Road Athens-Lamia & Finikos Street
Nea Kifisia, AthensGreece
145 64
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
Cognizant Holdings, Ltd.
666 Fifth Avenue
New York, New York 10103
Citizenship: Cayman Islands
Millennium International Management GP LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
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CUSIP No.
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675227102
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Page
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10
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16 Pages
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Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
(d) Title of Class of Securities
common stock, par value $0.0001 per share (Common Stock)
(e) CUSIP Number
675227102
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)
o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
o
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Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
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(d)
o
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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
|
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
o
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An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
o
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A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
o
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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
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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
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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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
1,264,220 shares of Common Stock. Also as of the date of this filing Cognizant Holdings,
Ltd., an exempted limited company organized under the laws of the Cayman Islands,(Cognizant
Holdings) may be deemed to be the beneficial owner of 35,000 shares of Common Stock.
Integrated Core Strategies also holds 724,642 warrants of the Company (Warrants).
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CUSIP No.
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675227102
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Each
Warrant entitles the holder to purchase one share of common stock at an exercise price of
$6.00. Each warrant will become exercisable upon the later of the Companys completion of a
Business Combination, or March 1, 2008, and will expire on March 1, 2012. 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 Holdings Group LP, a Delaware limited partnership (Integrated
Holding Group), which is the managing member and 100% owner of Integrated Core Strategies and consequently may be
deemed to have shared voting control and investment discretion over securities owned by Integrated
Core Strategies. Millennium Management is also the general partner of Integrated Holdings Group, which is the 100% owner of Cognizant Holdings and consequently may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management LP, a Delaware limited partnership
(Millennium International Management) is the investment manager to Cognizant Holdings, and
consequently may be deemed to have voting control and investment discretion over securities owned
by Cognizant Holdings. Millennium International Management GP LLC, a Delaware limited liability
company (Millennium International Management GP) is the general partner of Millennium
International Management, and consequently may be deemed to have shared voting control and
investment discretion over securities deemed to be beneficially owned by Millennium International
Management. Israel A. Englander (Mr. Englander) is the managing member of Millennium Management
and Millennium International Management GP. 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 and Millennium International Management.
The foregoing should not be construed in and of itself as an admission by Millennium
Management, Integrated Holding Group, Millennium International Management, Millennium
International Management GP, or Mr. Englander as to beneficial ownership of the securities
owned by Integrated Core Strategies or Cognizant Holdings, as the case may be.
(b) Percent of Class
5.3% of the Companys Common Stock (see Item 4(a) above), which percentage was
calculated based on 24,562,500 shares of Common Stock outstanding as of May 12, 2008, as
disclosed by the Company in its Form 10-Q, dated May 14, 2008.
(c) Number of shares as to which such person has:
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(i)
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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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1,299,202
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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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(iv)
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Shared power to dispose or to direct the disposition of
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1,299,202
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CUSIP No.
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675227102
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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
.
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
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, Cognizant Holdings, Ltd., Millenium International Management GP
LLC, Millennium International Management LP, Millennium
Management LLC and Israel A. Englander.
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CUSIP No.
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675227102
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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:
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Integrated Holding Group LP
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its managing member
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By:
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Millennium Management LLC
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its general partner
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Co-President
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COGNIZANT HOLDINGS, LTD.
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By:
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Millennium International Management LP,
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its investment manager
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Co-President
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Co-President
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MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Executive Vice President
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MILLENCO LLC
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By:
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/s/ Mark Meskin
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Name: Mark Meskin
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Title: Chief Executive Officer
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CUSIP No.
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675227102
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MILLENNIUM MANAGEMENT LLC
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By:
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/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 Nolan
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pursuant to Power of Attorney
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filed with SEC on June 6, 2005
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Israel A. Englander
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CUSIP No.
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675227102
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Page
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15
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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 Oceanaut, Inc., a company incorporated under the laws of the Republic of the
Marshall Islands, 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:
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Integrated Holding Group LP
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its managing member
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By:
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Millennium Management LLC
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its general partner
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Co-President
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COGNIZANT HOLDINGS, LTD.
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By:
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Millennium International Management LP,
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its investment manager
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Co-President
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Co-President
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MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
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By:
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/s/ David Nolan
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Name: David Nolan
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Title: Executive Vice President
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CUSIP No.
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675227102
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Page
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16
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of
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16 Pages
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MILLENCO LLC
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By:
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/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:
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/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 Nolan
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pursuant to Power of Attorney
|
|
|
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|
|
filed with SEC on June 6, 2005
|
|
|
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|
Israel A. Englander
|
|
|
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