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)
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)
December 12, 2003
(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 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
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BENEFICIALLY 8. SHARED VOTING POWER 181,915
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER 176,100
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 181,915
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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 5.1%
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14. TYPE OF REPORTING PERSON*
OO
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(Page 2 of 9 Pages)
CUSIP No. 005208103 13D 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
IRS No. 127-64-6622
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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 181,915
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 181,915
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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 5.1%
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14. TYPE OF REPORTING PERSON*
IN
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(Page 3 of 9 Pages)
CUSIP No. 005208103 13D Page 4 of 9 Pages
ITEM 1 SECURITY AND ISSUER
Title of Class of Securities
Common stock no par value per share (the "Shares")
Name and Address of Issuer
ADE-ES, Inc. (the "Company" or the "Issuer")
81000 Southpark Way B
Littleton, CO 80120
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") and to The Hummingbird Microcap Value
Fund, L.P. (the "Microcap Fund") and has the sole investment discretion and
voting authority with respect to the investments owned of record by each of
HVF and Microcap 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
and Microcap Fund. The managing member of Hummingbird is Paul Sonkin.
Mr. Sonkin is also the managing member of HVF Capital (f/k/a Morningside
Capital, LLC) ("HVF Capital"), the general partner of HVF and Microcap Fund.
Both HVF and Microcap 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 inorder to achieve its investment objectives. Mr. Sonkin is a
citizen of the United States and HVF Capital is a Delaware limited liability
company. The principal business and principal office address of both Mr.
Sonkin and HVF Capital is 153 East 53rd Street, 55th Floor, New York,
New York 10022.
During the past five years none of Hummingbird, HVF, Microcap Fund,
Mr. Sonkin or HVF 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 9 Pages)
CUSIP No. 005208103 13D Page 5 of 9 Pages
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of December 15, 2003, Hummingbird has caused each of HVF and
Microcap Fund to invest approximately $608,794 and $464,946, 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 4 PURPOSE OF TRANSACTION
The Shares were acquired for investment purposes. However, the
Reporting Persons may hold talks or discussions with various parties,
including, but not limited to, the Issuer's management, its board of
directors and other shareholders on a variety of possible subjects regarding
ways to increase shareholder value. Some of the suggestions Hummingbird might
make may affect control of the Issuer and/or may relate to the following:
the merger, acquisition or liquidation of the Issuer, the sale or transfer
of the assets of the Issuer, a change in the board of directors or the
management of the Issuer, a change in the present capitalization or dividend
policy of the Issuer or a change in the Issuer's charter or by-laws.
The Reporting Persons intend to pay close attention to developments at
and pertaining to the Issuer, and, subject to market conditions and
other factors deemed relevant by the Reporting Persons, the Reporting
Persons may, directly or indirectly, purchase additional Shares of the
Issuer or dispose of some or such Shares in open-market transaction or
privately negotiated transactions.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons aggregately beneficially own 181,915, or
5.1% 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 181,915 Shares of the
Issuer.
Hummingbird has sole dispositive power over 176,100 Shares.
As the holder of sole voting and investment authority over the Shares owned
by HVF and the Microcap 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 176,100 Shares of the Issuer.
Hummingbird disclaimsany economic interest or beneficial ownership of the
Shares covered by this Statement.
(Page 5 of 9 Pages)
CUSIP No. 005208103 13D Page 6 of 9 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 176,100 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
181,915 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
---- ---- ------ -----------
10/27/03 open market purchase 576 4.200
10/29/03 open market purchase 2,296 4.500
10/31/03 open market purchase 1,000 5.050
11/4/03 open market purchase 270 5.050
11/4/03 open market purchase 7,200 5.130
11/6/03 open market purchase 6,532 5.824
11/7/03 open market purchase 10,000 6.000
11/10/03 open market purchase 4,007 5.971
11/11/03 open market purchase 2,291 6.000
11/13/03 open market purchase 2,400 6.188
11/17/03 open market purchase 3,200 6.100
11/18/03 open market purchase 2,859 6.150
11/20/03 open market purchase 2,200 6.200
11/21/03 open market purchase 3,400 6.200
11/24/03 open market purchase 2,098 6.200
11/25/03 open market purchase 2,281 6.150
11/26/03 open market purchase 1,592 6.150
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
(Page 6 of 9 Pages)
CUSIP No. 005208103 13D Page 7 of 9 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
---- ---- ------ -----------
10/27/03 open market purchase 424 4.200
10/29/03 open market purchase 1,704 4.500
10/31/03 open market purchase 1,000 5.050
11/4/03 open market purchase 200 5.050
11/4/03 open market purchase 5,200 5.130
11/6/03 open market purchase 4,847 5.824
11/7/03 open market purchase 6,391 6.000
11/10/03 open market purchase 2,993 5.971
11/11/03 open market purchase 1,709 6.000
11/13/03 open market purchase 1,600 6.188
11/17/03 open market purchase 2,400 6.100
11/18/03 open market purchase 2,141 6.150
11/19/03 open market purchase 500 6.200
11/20/03 open market purchase 1,581 6.200
11/21/03 open market purchase 2,600 6.200
11/24/03 open market purchase 1,582 6.200
11/25/03 open market purchase 1,719 6.150
11/26/03 open market purchase 1,207 6.150
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
(Page 7 of 9 Pages)
CUSIP No. 005208103 13D Page 8 of 9 Pages
Sonkin has effected transactions in the Shares on his own behalf
during the past 60 days as set forth below.
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
11/12/03 open market purchase 5,500 6.150
11/21/03 open market purchase 315 6.300
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 7 regarding Joint Filing Agreement
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Joint Filing Agreement
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: December 16, 2003
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin
Title: Managing Member
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin
(Page 8 of 9 Pages)
CUSIP No. 005208103 13D Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalfof each of the undersigned without the necessity of filing additional
jointfiling agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall
not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that it knows or has reason to
believe that such information is not accurate. It is understood and
agreed that a copy of this Agreement shall be attached as an exhibit to
the foregoing statement on Schedule 13D.s
Dated: December 16, 2003
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin
Title: Managing Member
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin