UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Altra Holdings, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
02208R106
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(CUSIP Number)
June 19, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] 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 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).
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CUSIP No. 02208R106
..........................
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1 NAME OF REPORTING PERSON:
I.R.S. Identification Nos. of above persons (entities only):
Cannell Capital LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 0*
6 SHARED VOTING POWER: 0*
7 SOLE DISPOSITIVE POWER: 0*
8 SHARED DISPOSITIVE POWER: 0*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%*
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12 TYPE OF REPORTING PERSON
IN
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* As of June 19, 2007 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), The Cuttyhunk Fund Limited ("Cuttyhunk"), TE Cannell Portfolio,
Ltd. ("TEC"), Kauai Partners, L.P. ("Kauai") and Tonga Partners, L.P. ("Tonga"
and collectively with Anegada, Cuttyhunk, TEC, and Kauai the "Funds") owned in
the aggregate 1,650,000 shares of common stock, par value $.001 per share (the
"Shares"), of Altra Holdings, Inc. (the "Company"). Cannell Capital LLC acts
as the investment sub-adviser to Cuttyhunk, as the investment adviser to
Anegada and TEC and is the general partnerof and investment adviser to Kauai
and Tonga. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital
LLC. As a result, Mr. Cannell possesses the sole power to vote and to direct
the disposition of the securities held by the Funds. Thus, as of the Reporting
Date, for the purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to
beneficially own 1,650,000 Shares, or approximately 7.1% of the Shares deemed
issued and outstanding as of the Reporting Date. THIS SCHEDULE 13G AMENDMENT
NO. 1 (THE "AMENDED 13G")AMENDS AND RESTATES THE SCHEDULE 13G, AS PREVIOUSLY
AMENDED, WITH RESPECT TO ALTRA HOLDINGS, INC. FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") BY J. CARLO CANNELL UNDER THE CENTRAL INDEX
KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY AMENDED, THE "PRIOR 13G"). THIS
AMENDED 13G CORRECTS THE PRIOR 13G AND REPORTS THAT ONLY MR. J. CARLO CANNELL
IS THE REPORTING PERSON WITH RESPECT TO THE SECURITIES REPORTED IN THE PRIOR
13G BECAUSE, AS OF THE DATE OF THE TRANSACTIONS REPORTED IN THE PRIOR 13G,
MR. CANNELL POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT
THE DISPOSITION OF THE REPORTED SECURITIES. CONCURRENTLY WITH THE FILING OF
THIS AMENDED 13G WITH THE SEC, MR. CANNELL HAS CAUSED A SCHEDULE 13G AND ALL
APPLICABLE AMENDMENTS THERETO TO BE FILED WITH THE SEC UNDER THE CENTRAL INDEX
KEY FOR MR. CANNELL DISCLOSING THAT MR. CANNELL POSSESSED THE SOLE POWER TO
VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF ALL THE REPORTED
SECURITIES IN THE PRIOR 13G.
Item 1(a). Name of Issuer:
Altra Holdings, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
14 Hayward Street
Quincy, MA 02171
Item 2(a). Name of Person Filing:
Cannell Capital LLC
Item 2(b). Address of Principal Business Office or if none, Residence:
14 hayward Street
Quincy, MA 02171
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
02208R106
Item 3. Not Applicable.
Item 4. Ownership:
* As of June 19, 2007 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), The Cuttyhunk Fund Limited ("Cuttyhunk"), TE Cannell Portfolio,
Ltd. ("TEC"), Kauai Partners, L.P. ("Kauai") and Tonga Partners, L.P. ("Tonga"
and collectively with Anegada, Cuttyhunk, TEC, and Kauai the "Funds") owned in
the aggregate 1,650,000 shares of common stock, par value $.001 per share (the
"Shares"), of Altra Holdings, Inc. (the "Company"). Cannell Capital LLC acts
as the investment sub-adviser to Cuttyhunk, as the investment adviser to
Anegada and TEC and is the general partnerof and investment adviser to Kauai
and Tonga. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital
LLC. As a result, Mr. Cannell possesses the sole power to vote and to direct
the disposition of the securities held by the Funds. Thus, as of the Reporting
Date, for the purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to
beneficially own 1,650,000 Shares, or approximately 7.1% of the Shares deemed
issued and outstanding as of the Reporting Date. THIS SCHEDULE 13G AMENDMENT
NO. 1 (THE "AMENDED 13G")AMENDS AND RESTATES THE SCHEDULE 13G, AS PREVIOUSLY
AMENDED, WITH RESPECT TO ALTRA HOLDINGS, INC. FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") BY J. CARLO CANNELL UNDER THE CENTRAL INDEX
KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY AMENDED, THE "PRIOR 13G"). THIS
AMENDED 13G CORRECTS THE PRIOR 13G AND REPORTS THAT ONLY MR. J. CARLO CANNELL
IS THE REPORTING PERSON WITH RESPECT TO THE SECURITIES REPORTED IN THE PRIOR
13G BECAUSE, AS OF THE DATE OF THE TRANSACTIONS REPORTED IN THE PRIOR 13G,
MR. CANNELL POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT
THE DISPOSITION OF THE REPORTED SECURITIES. CONCURRENTLY WITH THE FILING OF
THIS AMENDED 13G WITH THE SEC, MR. CANNELL HAS CAUSED A SCHEDULE 13G AND ALL
APPLICABLE AMENDMENTS THERETO TO BE FILED WITH THE SEC UNDER THE CENTRAL INDEX
KEY FOR MR. CANNELL DISCLOSING THAT MR. CANNELL POSSESSED THE SOLE POWER TO
VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF ALL THE REPORTED
SECURITIES IN THE PRIOR 13G.
(a) Amount Beneficially Owned: 0*
(b) Percent of Class: 0.0%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0*
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition of:
0*
(iv) shared power to dispose or to direct the disposition of: 0*
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 securities, check the following |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of Subsidiary Which Acquired the S
ecurities:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
* As of June 19, 2007 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), The Cuttyhunk Fund Limited ("Cuttyhunk"), TE Cannell Portfolio,
Ltd. ("TEC"), Kauai Partners, L.P. ("Kauai") and Tonga Partners, L.P. ("Tonga"
and collectively with Anegada, Cuttyhunk, TEC, and Kauai the "Funds") owned in
the aggregate 1,650,000 shares of common stock, par value $.001 per share (the
"Shares"), of Altra Holdings, Inc. (the "Company"). Cannell Capital LLC acts
as the investment sub-adviser to Cuttyhunk, as the investment adviser to
Anegada and TEC and is the general partnerof and investment adviser to Kauai
and Tonga. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital
LLC. As a result, Mr. Cannell possesses the sole power to vote and to direct
the disposition of the securities held by the Funds. Thus, as of the Reporting
Date, for the purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to
beneficially own 1,650,000 Shares, or approximately 7.1% of the Shares deemed
issued and outstanding as of the Reporting Date. THIS SCHEDULE 13G AMENDMENT
NO. 1 (THE "AMENDED 13G")AMENDS AND RESTATES THE SCHEDULE 13G, AS PREVIOUSLY
AMENDED, WITH RESPECT TO ALTRA HOLDINGS, INC. FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") BY J. CARLO CANNELL UNDER THE CENTRAL INDEX
KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY AMENDED, THE "PRIOR 13G"). THIS
AMENDED 13G CORRECTS THE PRIOR 13G AND REPORTS THAT ONLY MR. J. CARLO CANNELL
IS THE REPORTING PERSON WITH RESPECT TO THE SECURITIES REPORTED IN THE PRIOR
13G BECAUSE, AS OF THE DATE OF THE TRANSACTIONS REPORTED IN THE PRIOR 13G,
MR. CANNELL POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT
THE DISPOSITION OF THE REPORTED SECURITIES. CONCURRENTLY WITH THE FILING OF
THIS AMENDED 13G WITH THE SEC, MR. CANNELL HAS CAUSED A SCHEDULE 13G AND ALL
APPLICABLE AMENDMENTS THERETO TO BE FILED WITH THE SEC UNDER THE CENTRAL INDEX
KEY FOR MR. CANNELL DISCLOSING THAT MR. CANNELL POSSESSED THE SOLE POWER TO
VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF ALL THE REPORTED
SECURITIES IN THE PRIOR 13G.
Item 10. Certification:
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 14, 2008
Cannell Capital LLC
/s/ J. Carlo Cannell
J. Carlo Cannell
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)