As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of 276,600 shares of the Companys Common Stock held by Millenco LLC, a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.) of which 200,000 shares are a constituent part of the Companys units ("Units"), of which Millenco holds 200,000. Each Unit consists of one share of Common Stock and one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Companys Common Stock at a price of $7.50. Each Warrant will become exercisable on the later of the Companys completion of a business combination and 15 months from October 3, 2007, and will expire five years from October 3, 2007, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable. In addition to the 200,000 Warrants held by Millenco as a constituent part of the Units, Millenco holds an additional 856,900 Warrants which are not currently exercisable.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared 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 have shared voting control and investment discretion over securities 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 LP, 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:
1.6% of the Companys Common Stock (see Item 4(a) above), which percentage was calculated based on 17,250,000 shares of Common Stock outstanding as of November 13, 2007, as reported by the Company on its Form 10-Q, dated November 16, 2007.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
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CUSIP
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430880104
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SCHEDULE 13G
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7
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(ii) Shared power to vote or to direct the vote
276,600
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
276,600
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.
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CUSIP
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430880104
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SCHEDULE 13G
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 11, 2008, by and among Millenco LLC, Millennium Management LLC and Israel A. Englander.
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CUSIP
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430880104
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SCHEDULE 13G
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SIGNATURE
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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: February 11, 2008
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MILLENCO LLC
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Executive Officer
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MILLENNIUM MANAGEMENT
LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Co-President
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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CUSIP
No.
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430880104
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SCHEDULE 13G
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EXHIBIT I
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JOINT
FILING AGREEMENT
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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 Highlands Acquisition Corp., a Delaware corporation, 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: February 11, 2008
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MILLENCO LLC
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Executive Officer
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MILLENNIUM MANAGEMENT
LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Co-President
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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