Nts (NTS) SC 13D/A NTS / Eberwein Jeffrey E. ownership change

CUSIP No. 62943B105

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

NTS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

62943B105

(CUSIP Number)

Concerned NTS Shareholders

c/o Jeffrey E. Eberwein

4 Lockwood Avenue

Old Greenwich, Connecticut 06870

(917) 576-9420

Frederic Dorwart

Frederic Dorwart, Lawyers

124 East Fourth Street

Tulsa, Oklahoma 74103

(918) 583-9922

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 5, 2012

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ X ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

1		NAMES OF REPORTING PERSONS
		Jeffrey E. Eberwein
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    [X]
		(b)    [  ]
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		[  ]
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				2,236,000
			8	SHARED VOTING POWER
				0
			9	SOLE DISPOSITIVE POWER
				2, 236,000
			10	SHARED DISPOSITIVE POWER
				0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2, 236,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.43%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1

1	NAMES OF REPORTING PERSONS
	Richard K. Coleman, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			15,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			15,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.04%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

2

1	NAMES OF REPORTING PERSONS
	Mark D. Stolper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

3

1	NAMES OF REPORTING PERSONS
	GlobalTel Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

4

1	NAMES OF REPORTING PERSONS
	Dilip Singh
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			41,500
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			41,500
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,500
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.10%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

5

1	NAMES OF REPORTING PERSONS
	CCM Opportunistic Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			74,100
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			74,100
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	74,100
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.18%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

6

1	NAMES OF REPORTING PERSONS
	CCM Opportunistic Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			74,100
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			74,100
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	74,100
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.18%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

7

1	NAMES OF REPORTING PERSONS
	Alfred John Knapp, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			74,100
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			74,100
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	74,100
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.18%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

8

1	NAMES OF REPORTING PERSONS
	Boston Avenue Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Oklahoma
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

9

1	NAMES OF REPORTING PERSONS
	Stephen J. Heyman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

10

1	NAMES OF REPORTING PERSONS
	James F. Adelson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

11

1	NAMES OF REPORTING PERSONS
	Charles M. Gillman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

12

1	NAMES OF REPORTING PERSONS
	Manchester Management Company, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			2,699,463
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,699,463
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,699,463
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.55 %
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

13

1	NAMES OF REPORTING PERSONS
	James E. Besser
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			2,699,463
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,699,463
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,699,463
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.55%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

14

Item 1.                      Security and Issuer

Item 1 is hereby amended by deleting Item 1 of Initial 13D in its entirety and replacing it with the following:

The Schedule 13D filed with the Securities and Exchange Commission on October 23, 2012 (the “Initial 13D”) by the Reporting Persons (defined below) with respect to the common stock, $0.001 par value per share (the “Common Stock”), of NTS, Inc. (the “Issuer” or the “Company”) is hereby amended by this Amendment No. 1 to furnish additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.  The principal executive office address of the Issuer is 5307 W. Loop 289, Lubbock, Texas 79414.

Item 2.                      Identity and Background

Item 2 of the Initial 13D is hereby amended to add the following:

As of the close of business on November 5, 2012, the Reporting Persons are no longer members of CNS. Those Reporting Persons who have an obligation to file a statement on Schedule 13D with respect to their beneficial ownership of securities of the Issuer pursuant to applicable law, shall continue to do so in their individual capacity.

Item 3.                      Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by deleting the first paragraph of Item 3 of Initial 13D in its entirety and replacing it with the following:

· As of the date hereof, Mr. Eberwein owns 2,236,000 shares of Common Stock and had invested approximately $2,188,391.00 (including commissions and fees) in such shares.  All of the shares of Common Stock owned by Mr. Eberwein were purchased with personal funds on the open market.

Item 4.                      Purpose of Transaction

Item 4 of Initial 13D is hereby amended to add the following:

As disclosed under Item 2 above, as of the close of business on November 5, 2012, the Reporting Persons are no longer members of CNS.  Those Reporting Persons who have an obligation to file a statement on Schedule 13D with respect to their beneficial ownership of securities of the Issuer pursuant to applicable law, shall continue to do so in their individual capacity.

On November 5, 2012 the Company entered into a letter agreement with Jeffrey E. Eberwein in his individual capacity and as authorized representative of CNS.

Pursuant to the letter agreement, the parties agreed that the Company would nominate a slate of nine nominees for re-election/election as directors at its Annual Meeting to be held in December 2012 (the “2012 Annual Meeting”), which would include the following nominees: Guy Nissenson, Shemer S. Schwarz, Arie Rosenfeld, Timothy M. Farrar, Alan L. Bazaar, Don Carlos Bell III, Andrew J. MacMillan, Jeffrey E. Eberwein and Richard K. Coleman, Jr. (the “2012 Director Slate”)

Pursuant to the letter agreement, Mr. Eberwein, on behalf of CNS and as Trustee of the Jeffrey E Eberwein Revocable Trust U/A 10-01-2010, hereby withdraws the notice provided to the Company on October 24, 2012 in accordance with Section 2.4 of the Company’s Bylaws.

CNS will not contest the proxy statement for the 2012 Annual Meeting to be filed by the Company with the Securities and Exchange Commission nominating the 2012 Director Slate to the Company’s board of directors.  All members of CNS will (i) cease soliciting proxies from shareholders of the Company in connection with the 2012 Annual Meeting and (ii) vote all securities they are entitled to vote at the 2012 Annual Meeting in favor of each of the nominees on the 2012 Director Slate.

15

 Item 5.                      Interest in Securities of the Issuer

Item 5 of the Initial 13D is hereby amended to add the following:

(a) – (b)

As of the date hereof, Mr. Eberwein owns 2,236,000 shares of Common Stock (approximately 5.43%) in the Jeffrey E. Eberwein Revocable Trust U/A 10-01-2010 (the “Eberwein Shares”).  Mr. Eberwein, as trustee, has the sole power to vote and dispose of the Eberwein Shares.

(c)

Since the filing of the Initial 13D, the Reporting Persons have purchased (or sold) the following shares of Common Stock of the Issuer on the open market:

Jeffrey Eberwein
Purchase Date	Quantity		Price per Share		Total Cost		Form of Transaction
10/26/2012		21,000.00	$	1.280	$	26,886.99	Open Market
10/26/2012		5,000.00	$	1.251	$	6,256.49	Open Market
10/26/2012		3,000.00	$	1.250	$	3,750.00	Open Market
10/26/2012		2,000.00	$	1.253	$	2,506.79	Open Market
10/26/2012		1,500.00	$	1.255	$	1,881.99	Open Market
10/26/2012		1,300.00	$	1.245	$	1,618.99	Open Market
10/26/2012		1,000.00	$	1.267	$	1,266.89	Open Market
10/26/2012		1,000.00	$	1.267	$	1,266.89	Open Market
10/26/2012		100.00	$	1.330	$	132.99	Open Market
10/26/2012		100.00	$	1.250	$	125.00	Open Market

(e)As of the close of business on November 5, 2012, GlobalTel, CCM Partners, CCM Advisors, BAC and Messrs. Coleman, Singh, Knapp, Heyman, Adelson and Gillman ceased to beneficially own more than 5% of the Issuer’s Common Stock because, as of the close of business on November 5, 2012 they (and all Reporting Persons) ceased to be members of CNS.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Initial 13D is hereby amended to add the following:

On November 5, 2012 the Company entered into a letter agreement with Jeffrey E. Eberwein in his individual capacity and as authorized representative of CNS. Pursuant to the letter agreement, the parties agreed that the Company would nominate a slate of nine nominees for re-election / election as directors at its 2012 Annual Meeting, which would include the following nominees: Guy Nissenson, Shemer S. Schwarz, Arie Rosenfeld, Timothy M. Farrar, Alan L. Bazaar, Don Carlos Bell III, Andrew J. MacMillan, Jeffrey E. Eberwein and Richard K. Coleman, Jr. Subject to the Company’s proceeding as agreed in the letter agreement, CNS agreed to withdraw their previously submitted nomination notice, cease all efforts with respect to soliciting proxies from the Company’s shareholders in connection with the 2012 Annual Meeting and vote all their shares in favor of the foregoing slate of nine nominees at the 2012 Annual Meeting.  Further, Mr. Eberwein and Mr. Coleman agreed that, provided that the other members of the foregoing slate agree to the same limitation, for as long as Mr. Eberwein or Mr. Coleman serve as directors of the Company they will not solicit, encourage, initiate and/or support the solicitation by others, of proxies in connection with the election of new directors to the board of directors of the Company.

Item 7.                      Material to be Filed as Exhibits

Exhibit 99.1                      Joint Filing Agreement filed with the Initial 13D and incorporated by reference herein.

16

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 6, 2012

JEFFREY EBERWEIN	BOSTON AVENUE CAPITAL, LLC
/s/ Jeffrey Eberwein	/s/ Stephen J. Heyman
Jeffrey Eberwein, Individually	Stephen J. Heyman, Manager
RICHARD K. COLEMAN, JR.	BOSTON AVENUE CAPITAL, LLC
/s/ Richard K. Coleman, Jr.	/s/ James F. Adelson
Richard K. Coleman, Jr., Individually	James F. Adelson, Manager
MARK D. STOLPER	CHARLES M. GILLMAN
/s/ Mark D. Stolper	/s/ Charles M. Gillman
Mark D. Stolper, Individually	Charles M. Gillman, Individually
GLOBALTEL HOLDINGS, LLC	MANCHESTER MANAGEMENT COMPANY, LLC
/s/ Dilip Singh	/s/ James E. Besser
Dilip Singh, Manager	James E. Besser,
DILIP SINGH	JAMES E. BESSSER
/s/ Dilip Singh	/s/ James E. Besser
Diling Singh, Individually	James E. Besser,
CCM OPPORTUNISTIC PARTNERS, LP
By: CCM Opportunistic Partners GP, LP, its General Partner
By: CCM GP, LLC, its General Partner
By: /s/ Alfred John Knapp, Jr.
Name: Alfred John Knapp, Jr.
Title: Manager

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CCM OPPORTUNISTIC ADVISORS, LLC

/s/ Alfred John Knapp, Jr.

Name: Alfred John Knapp, Jr.

Title: Manager

ALFRED JOHN KNAPP, JR.

/s/ Alfred John Knapp, Jr.

Alfred John Knapp, Jr., Individually

18