UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
(Name of Issuer)
| Common Stock, $0.01 par value |
(Title of Class of Securities)
(CUSIP Number)
Wynnefield Partners Small Cap Value, L.P. 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, New York 10019 (212) 541-6222 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box¨
| | CUSIP No.89336R207 | 13D | Page 2 of 12 | |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)¨ (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS* WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 706,089 (See Item 5) |
| 8 | SHARED VOTING POWER 0 (See Item 5) |
| 9 | SOLE DISPOSITIVE POWER 706,089 (See Item 5) |
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 706,089 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% |
14 | TYPE OF REPORTING PERSON* PN |
| | CUSIP No.89336R207 | 13D | Page 3 of 12 | |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value L.P. I 13-3953291 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)¨ (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS* WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,047,531 (See Item 5) |
| 8 | SHARED VOTING POWER 0 (See Item 5) |
| 9 | SOLE DISPOSITIVE POWER 1,047,531 (See Item 5) |
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,047,531 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% |
14 | TYPE OF REPORTING PERSON* PN |
| | CUSIP No.89336R207 | 13D | Page 4 of 12 | |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)¨ (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS* WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 424,136 (See Item 5) |
| 8 | SHARED VOTING POWER 0 (See Item 5) |
| 9 | SOLE DISPOSITIVE POWER 424,136 (See Item 5) |
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 424,136 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% |
14 | TYPE OF REPORTING PERSON* CO |
| | CUSIP No.89336R207 | 13D | Page 5 of 12 | |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)¨ (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS* N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,753,620 (See Item 5) |
| 8 | SHARED VOTING POWER 0 (See Item 5) |
| 9 | SOLE DISPOSITIVE POWER 1,753,620 (See Item 5) |
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,753,620 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% |
14 | TYPE OF REPORTING PERSON* OO |
| | CUSIP No.89336R207 | 13D | Page 6 of 12 | |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)¨ (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS* N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 424,136 (See Item 5) |
| 8 | SHARED VOTING POWER 0 (See Item 5) |
| 9 | SOLE DISPOSITIVE POWER 424,136 (See Item 5) |
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 424,136 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% |
14 | TYPE OF REPORTING PERSON* CO |
| | CUSIP No.89336R207 | 13D | Page 7 of 12 | |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)¨ (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS* N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See Item 5) |
| 8 | SHARED VOTING POWER 2,177,756 (See Item 5) |
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5) |
| 10 | SHARED DISPOSITIVE POWER 2,177,756 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,177,756 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.0% |
14 | TYPE OF REPORTING PERSON* IN |
| | CUSIP No.89336R207 | 13D | Page 8 of 12 | |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)¨ (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS* N/A |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See Item 5) |
| 8 | SHARED VOTING POWER 2,177,756 (See Item 5) |
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5) |
| 10 | SHARED DISPOSITIVE POWER 2,177,756 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,177,756 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.0% |
14 | TYPE OF REPORTING PERSON* IN |
| | CUSIP No.89336R207 | 13D | Page 9 of 12 | |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $5,900,00 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a), (b) and (c) As of February 14, 2013, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,177,756 shares of Common Stock, constituting approximately 25.0% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,871,635 shares of Common Stock outstanding as of November 7, 2012, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2012, filed with the Commission on November 8, 2012).
| | CUSIP No.89336R207 | 13D | Page 10 of 12 | |
The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
| Name | | Number of Common Stock | | Percentage of Outstanding
Common Stock |
| Wynnefield Partners | | 706,089 | | 8.0% |
| Wynnenfield Partners I | | 1,047,531 | | 11.8% |
| Offshore | | 424,136 | | 4.8% |
WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 2,177,756 shares of Common Stock, constituting approximately 25.0% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,871,635 shares of Common Stock outstanding as of November 7, 2012, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2012, filed with the Commission on November 8, 2012).
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
| | CUSIP No.89336R207 | 13D | Page 11 of 12 | |
The Wynnefield Reporting Persons have acquired shares of Common Stock during the last 60 days, as follows:
| Name | | Date | | Number of Shares | | Price Per Share |
| | | | | | | |
| Wynnefield Partners | | February 8, 2013 | | 29,900 | | $2.28 |
| Wynnefield Partners I | | February 8, 2013 | | 47,800 | | $2.28 |
| Wynnefield Offshore | | February 8, 2013 | | 22,300 | | $2.28 |
(d) and (e). Not Applicable
| | CUSIP No.89336R207 | 13D | Page 12 of 12 | |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
| Dated: February 15, 2013 |
| | |
| | WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I |
| | |
| | By: | Wynnefield Capital Management, LLC, |
| | | its General Partner |
| | |
| | By: | /s/ Nelson Obus |
| | | Nelson Obus, Co-Managing Member |
| | |
| | WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. |
| | |
| | By: | Wynnefield Capital Management, LLC, |
| | | its General Partner |
| | |
| | By: | /s/ Nelson Obus |
| | | Nelson Obus, Co-Managing Member |
| | |
| | WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. |
| | |
| | By: | Wynnefield Capital, Inc., |
| | | its Investment Manager |
| | |
| | By: | /s/ Nelson Obus |
| | | Nelson Obus, President |
| | |
| | WYNNEFIELD CAPITAL MANAGEMENT, LLC |
| | |
| | By: | /s/ Nelson Obus |
| | | Nelson Obus, Co-Managing Member |
| | |
| | WYNNEFIELD CAPITAL, INC. |
| | |
| | By: | /s/ Nelson Obus |
| | | Nelson Obus, President |
| | |
| | | /s/ Nelson Obus |
| | | Nelson Obus, Individually |
| | |
| | | /s/ Joshua Landes |
| | | Joshua Landes, Individually |
