UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6)* Under the Securities Exchange Act of 1934 AMERICAN TECHNICAL CERAMICS CORP. --------------------------------- (Name of Issuer) COMMON STOCK (PAR VALUE $.01 PER SHARE) --------------------------------------- (TITLE OF CLASS OF SECURITIES) 030137103 --------- (CUSIP Number) KATHLEEN M. KELLY AMERICAN TECHNICAL CERAMICS CORP. ONE NORDEN LANE HUNTINGTON STATION, NEW YORK 11746 (631) 622-4710 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 4, 2005 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP No. 030137103 1 Name of Reporting Person Victor Insetta S.S. or I.R.S. Identification No. of Above Person -------------------------------------------------------------------------- 2 Check the Appropriate Box if (a) [X] a Member of a Group (b) [ ] -------------------------------------------------------------------------- 3 SEC Use Only -------------------------------------------------------------------------- 4 Source of Funds OO -------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------- 6 Citizenship or Place of Organization U.S.A. -------------------------------------------------------------------------- 7 Sole Voting Power 4,105,280 (See Item 5) -------------------------------------------------- Number of Shares 8 Shared Voting Power 510,400 (See Item 5) Beneficially Owned by Reporting Person With -------------------------------------------------- 9 Sole Dispositive Power 4,105,280 (See Item 5) -------------------------------------------------- 10 Shared Dispositive Power 510,400 (See Item 5) -------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 4,615,680 (See Item 5) --------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [X] --------------------------------------------------------------------------- 13 Percent of Class Represented 54.5% (See Item 5) Amount in Row (11) --------------------------------------------------------------------------- 14 Type of Reporting Person IN Amendment No. 6 to Statement on Schedule 13D under the Securities Exchange Act of 1934, as amended The undersigned hereby amends Item 5 of the Schedule 13D filed on October 18, 1985 (as amended, the "Schedule 13D") with respect to the Common Stock, par value $.01 per share, of American Technical Ceramics Corp. (the "Company"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the previously filed Schedule 13D, as amended. Item 5. Interest in Securities of the Issuer. (a) The first paragraph of subparagraph (a) of Item 5 is hereby amended in its entirety to read as follows: "The aggregate number and percentage of shares of Common Stock beneficially owned by Mr. Insetta as of May 17, 2005 is 4,615,680 and 54.5%, respectively, based upon 8,475,473 shares of Common Stock outstanding as of May 6, 2005, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005. Of the 4,615,680 shares beneficially owned by Mr. Insetta, (i) 300,000 shares are held in a Trust of which Mr. Insetta is the beneficiary and his wife is the Trustee, and (ii) 210,400 shares are owned by Joseph Colandrea which are subject to a Restated Shareholders' Agreement, dated April 15, 1985, among Messrs. Insetta and Colandrea and the Company (the "Restated Shareholders' Agreement"). Not included in the 4,615,680 shares beneficially owned by Mr. Insetta are (iii) 4,500 shares owned by Mr. Insetta's wife, as to which Mr. Insetta disclaims beneficial ownership. On May 4, 2005, Mr. Insetta transferred 300,000 shares to a Grantor Retained Annuity Trust ("GRAT") of which his wife is the Trustee. Mr. Insetta may be deemed to beneficially own the shares in the GRAT. "Pursuant to the Restated Shareholders' Agreement, Messrs. Insetta and Colandrea have agreed that, so long as they own shares of Common Stock, they will vote their shares for the election of either three designees of Mr. Insetta (if Mr. Insetta elects not to be a director) or of Mr. Insetta and two of his designees, and for the election of Mr. Colandrea (if Mr. Colandrea elects to be a director) to our Board of Directors. Mr. Colandrea has waived his right to be designated as a director indefinitely until written notice is served to the contrary at least 90 days prior to the next scheduled annual meeting of stockholders. The Restated Shareholders' Agreement will terminate upon the death of Mr. Insetta or at such time as Mr. Insetta does not own at least 10% of the outstanding shares of Common Stock. The Restated Shareholders' Agreement also provides for certain rights of first refusal and registration rights. Pursuant to the terms of the Shareholders' Agreement, Mr. Insetta may be deemed to share voting and dispositive power over the shares owned by Mr. Colandrea. Mr. Insetta disclaims beneficial ownership of such shares." -3- (c) The Chart in Subparagraph (c) of Item 5 is hereby supplemented to include the following information: <TABLE> DATE TYPE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE ---- ------------------- ---------------- --------------- 12/18/00 Cash Exercise of Options 4,000 $4.46875 12/18/00 Cash Exercise of Options 4,000 $4.40 5/26/04 Gift 3,000 $7.96 6/7/04 Gift 3,000 $8.26 12/2/04 Open Market Sale 6,600 $9.90 12/2/04 Open Market Sale 250 $9.91 12/2/04 Open Market Sale 150 $9.96 12/2/04 Open Market Sale 2,500 $9.85 12/3/04 Open Market Sale 2,900 $9.90 12/3/04 Open Market Sale 850 $9.91 12/3/04 Open Market Sale 9,250 $9.95 12/3/04 Open Market Sale 2,500 $10.00 12/6/04 Open Market Sale 2,600 $9.50 12/6/04 Open Market Sale 2,500 $9.86 12/7/04 Open Market Sale 1,000 $9.50 12/13/04 Open Market Sale 2,900 $9.50 3/3/05 Open Market Sale 2,200 $9.45 3/3/05 Open Market Sale 2,050 $9.50 3/3/05 Open Market Sale 350 $9.54 3/3/05 Open Market Sale 250 $9.60 3/4/05 Open Market Sale 1,250 $9.25 3/4/05 Open Market Sale 2,350 $9.30 3/4/05 Open Market Sale 150 $9.33 3/7/05 Open Market Sale 1,250 $9.25 5/4/05 Transfer of Shares into 300,000 $9.03 Trust </TABLE> -4- SIGNATURE 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, correct and complete. Dated: May 19, 2005 /s/ Victor Insetta ------------ ---------------------------- Victor Insetta -5-