UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
004329108
(CUSIP Number)
JUNE 21, 2006
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 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 8 Pages
SCHEDULE 13G
CUSIP NO. 004329108 PAGE 2 OF 8 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,093,977
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,093,977
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,977
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.9%
12 Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP NO. 004329108 PAGE 3 OF 8 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,093,977
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,093,977
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,977
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.9%
12 Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP NO. 004329108 PAGE 4 OF 8 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,093,977
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,093,977
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,977
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.9%
12 Type of Reporting Person (See Instructions)
HC
PAGE 5 OF 8 PAGES
ITEM 1(A) NAME OF ISSUER:
Access Integrated Technologies, Inc. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
55 Madison Avenue, Suite 300, Morristown, New Jersey 07960.
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon");
ii) John M. Angelo, in his capacities as a managing member of JAMG
LLC, which is the general partner of AG Partners, L.P., which is
the sole general partner of Angelo, Gordon, and as the chief
executive officer of Angelo, Gordon ("Mr. Angelo"); and
iii) Michael L. Gordon, in his capacities as the other managing member
of JAMG LLC, which is the general partner of AG Partners, L.P.,
which is the sole general partner of Angelo, Gordon, and as the
chief operating officer of Angelo, Gordon ("Mr. Gordon").
This statement related to Shares (as defined herein) held for the account
of a private investment fund for which Angelo, Gordon acts as investment
adviser.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the Reporting
Persons is 245 Park Avenue, New York, New York 10167.
ITEM 2(C) CITIZENSHIP:
1) Angelo, Gordon is a Delaware limited partnership;
2) Mr. Angelo is a citizen of the United States; and
3) Mr. Gordon is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Class A Common Stock, $.001 par value per share (the "Shares").
ITEM 2(E) CUSIP NUMBER:
004329108
PAGE 6 OF 8 PAGES
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
i) Angelo, Gordon is an investment adviser registered under Section
203 of the Investment Advisers Act of 1940.
ii) Mr. Angelo is a control person of Angelo, Gordon.
iii) Mr. Gordon is a control person of Angelo, Gordon.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the date hereof, each of the Reporting Persons may be deemed to be
the beneficial owner of 1,093,977 Shares. This number consists of (i) 764,990
Shares and (ii) 328,987 Shares issuable upon exercise of warrants held for the
accounts of certain private investment funds for which Angelo, Gordon acts as
investment adviser.
ITEM 4(B) PERCENT OF CLASS:
Assuming the exercise of the warrants held for the account of certain
investment funds for which Angelo, Gordon acts as investment adviser, each of
the Reporting Persons may be deemed to be the beneficial owner of approximately
4.9% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
ANGELO, GORDON
(i) Sole power to vote or direct the vote 1,093,977
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,093,977
(iv) Shared power to dispose or to direct the disposition of 0
MR. ANGELO
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 1,093,977
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 1,093,977
MR. GORDON
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 1,093,977
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 1,093,977
PAGE 7 OF 8 PAGES
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 Persons have ceased to be the beneficial owners of more
than five percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The investors in the private investment funds for which Angelo, Gordon acts
as investment adviser have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the securities held for the accounts of the
fund in accordance with their respective investment percentages in the private
investment fund.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Angelo, Gordon is the relevant entity for which Mr. Angelo and Mr. Gordon
may each be considered a control person.
Angelo, Gordon is an investment adviser registered under the Investment
Advisers Act of 1940.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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 such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
PAGE 8 OF 8 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 2, 2006 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
Title General Partner
By: JAMG LLC
Title: General Partner
By: /s/ Michael L. Gordon
----------------------------------
Name: Michael L. Gordon
Title: Managing Member
Date: August 2, 2006 JOHN M. ANGELO
/s/ John M. Angelo
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Date: August 2, 2006 MICHAEL L. GORDON
/s/ Michael L. Gordon
-------------------------------------------