UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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Filed
by the Registrant
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x
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Filed
by a Party other than the Registrant
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o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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Confidential,
For use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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ATC
Technology Corporation
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(Name
of Registrant as Specified In Its
Charter)
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Not
Applicable
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials:
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Previously Paid:
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Schedule or Registration Statement No.:
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(3)
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Party:
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(4)
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Date
Filed:
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[
1400
Opus Place, Suite 600
Downers
Grove, Illinois 60515
_____________________
Additional
Information Regarding
2009
Annual Meeting of Stockholders
ATC
Technology Corporation (the “Company”) previously filed with the U.S. Securities
and Exchange Commission a definitive proxy statement (the “Proxy Statement”) in
connection with the 2009 Annual Meeting of Stockholders to be held at the
Sofitel New York, 45 West 44th Street, New York, New York 10036 on Wednesday,
June 3, 2009, at 8:00 a.m., Eastern time (the “Annual Meeting”). The
following additional information concerns Proposal No. 2, “Approval of Amended
and Restated 2006 Stock Incentive Plan” (the “Plan”), contained in the Proxy
Statement relating to the Annual Meeting.
On May
26, 2009, the Board of Directors exercised its authority under the Plan to
approve an amendment to Section 4.1(a) of the Plan to reduce the maximum number
of shares of the Company’s common stock, par value $.01 per share, that would be
authorized for issuance pursuant to the Plan from 2,100,000 shares to 2,000,000
shares (the “Amendment”). As a result of the Amendment, Proposal No.
2 would have the impact of increasing the share reserve under the Plan by
900,000 shares, instead of the 1,000,000 shares indicated in the Proxy
Statement. Stockholders will be asked to vote on the Plan, as amended
by the May 26 Amendment, at the Annual Meeting.