UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No.1)
Under the Securities Exchange Act of 1934
GILMAN CIOCIA, INC.
Common Stock, $0.01 par value
(Title of Class of Securities)
375908-10-0
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)
June20, 2013
(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. 375908-10-0 | 13D/A | Page 2 of 13 |
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) o (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) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 8,000,000 (See Item 5) |
8 | SHARED VOTING POWER 0 (See Item 5) |
9 | SOLE DISPOSITIVE POWER 8,000,000 (See Item 5) |
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000 (See Item 5) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% |
14 | TYPE OF REPORTING PERSON PN |
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| CUSIP No. 375908-10-0 | 13D/A | Page 3 of 13 |
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) o (b) x |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS WC |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 12,000,000 (See Item 5) |
8 | SHARED VOTING POWER 0 (See Item 5) |
9 | SOLE DISPOSITIVE POWER 12,000,000 (See Item 5) |
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 (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) 12.4% |
14 | TYPE OF REPORTING PERSON CO |
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| CUSIP No. 375908-10-0 | 13D/A | Page 4 of 13 |
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) o (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) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 10,000,000 (See Item 5) |
8 | SHARED VOTING POWER 0 (See Item 5) |
9 | SOLE DISPOSITIVE POWER 10,000,000 (See Item 5) |
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 (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) 10.4% |
14 | TYPE OF REPORTING PERSON PN |
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| CUSIP No. 375908-10-0 | 13D/A | Page 5 of 13 |
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) o (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) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 18,000,000 (See Item 5) |
8 | SHARED VOTING POWER 0 (See Item 5) |
9 | SOLE DISPOSITIVE POWER 18,000,000 (See Item 5) |
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000 (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) 18.7% |
14 | TYPE OF REPORTING PERSON OO |
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| CUSIP No. 375908-10-0 | 13D/A | Page 6 of 13 |
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) o (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 |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 12,000,000 (See Item 5) |
8 | SHARED VOTING POWER 0 (See Item 5) |
9 | SOLE DISPOSITIVE POWER 12,000,000 (See Item 5) |
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 (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) 12.4% |
14 | TYPE OF REPORTING PERSON CO |
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| CUSIP No. 375908-10-0 | 13D/A | Page 7 of 13 |
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) o (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 |
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 30,000,000 (See Item 5) |
9 | SOLE DISPOSITIVE POWER 0 (See Item 5) |
10 | SHARED DISPOSITIVE POWER 30,000,000 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000,000 (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) 31.1% |
14 | TYPE OF REPORTING PERSON IN |
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| CUSIP No. 375908-10-0 | 13D/A | Page 8 of 13 |
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) o (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) o |
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 30,000,000 (See Item 5) |
9 | SOLE DISPOSITIVE POWER 0 (See Item 5) |
10 | SHARED DISPOSITIVE POWER 30,000,000 (See Item 5) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000,000 (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) 31.1% |
14 | TYPE OF REPORTING PERSON IN |
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| CUSIP No. 375908-10-0 | 13D/A | Page 9 of 13 |
This Amendment No. 1 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on August 30, 2007 (the “Statement”) by the Wynnefield Reporting Persons (as defined in the Statement) with respect to shares of common stock, par value $0.01 (the “Common Stock”) of Gilman Ciocia, Inc. (the “Issuer”), whose principal executive offices are located at 11 Raymond Avenue, Poughkeepsie, New York 12603. Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Statement.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by the addition of the following:
On June 20, 2013, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with National Holdings Corporation, a Delaware corporation (“National”) and National Acquisition Corp., a Delaware corporation, and a wholly-owned subsidiary of National ("Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Issuer will become a wholly-owned subsidiary of National through a merger of Merger Sub with and into the Issuer, with the Issuer as the surviving corporation (the "Merger").
In connection with the Merger, the Wynnefield Reporting Persons and certain other stockholders of the Issuer (each a “Voting Stockholder" and collectively, the “Voting Stockholders”) each entered into a Voting and Support Agreement, dated as of June 20, 2013 (each the “Voting Agreement”, and collectively, the “Voting Agreements”), with National and the Merger Sub.
| CUSIP No. 375908-10-0 | 13D/A | Page 10 of 13 |
Under the Voting Agreements, each Voting Stockholder agreed, among other things, to vote certain shares of the Common Stock beneficially owned by it: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement or of a Voting Stockholder contained in the Voting Agreements. The Voting Agreements provide that nothing contained therein will be deemed to limit or affect a Voting Stockholder’s ability to approve a Superior Proposal (as defined in the Merger Agreement). The Voting Agreements also provides that no Voting Stockholder will, among other things, sell, pledge, encumber, transfer or otherwise dispose of, or enter into any contract, option or other agreement with respect to the transfer of, any shares of Common Stock beneficially owned by it, grant any proxies with respect to such shares or engage in any solicitations in violation of the Voting Agreement. In addition, to the extent certain Voting Stockholders are a party to the Shareholders Agreement, the Voting Stockholders waived certain rights that may be triggered under the Shareholder Agreement and agreed to terminate the Shareholders Agreement upon the closing of the Merger.
The Voting Agreements will terminate upon the earliest of (a) the mutual written consent of National, Merger Sub, and the Voting Stockholders, (b) the effective time of the Merger, (c) the date of termination of the Merger Agreement, (d) an Adverse Recommendation Change (as defined in the Merger Agreement) occurring under the Merger Agreement, and (e) the Board of Directors of the Issuer accepting a Superior Proposal.
A copy of the form of the Voting Agreement is attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2013 and incorporated herein by reference.The foregoing summary description of the Voting Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Voting Agreement.
Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Statement. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, the Voting Agreement or the Shareholders Agreement, may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, to extent permitted by the Voting Agreement or the Shareholders Agreement, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock, selling Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated as follows:
(a), (b) and (c). As of June 20, 2013, the Wynnefield Reporting Persons beneficially owned in the aggregate 30,000,000 shares of Common Stock, constituting approximately 31.1% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 96,446,179 shares of Common Stock outstanding as of May 14, 2013, based upon information set forth in the Issuer’s most recent report on Form 10-Q for the period ended March 31, 2013, filed with the Securities and Exchange Commission on May 15, 2013. 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 Shares of Common Stock | Percentage of Outstanding Common Stock |
| Wynnefield Partners | 8,000,000 | |
| Wynnefield Partners I | 10,000,000 | 10.4% |
| Wynnefield Offshore | 12,000,000 | 12.4% |
WCM is the sole general partner of the 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, 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.
Each of Messrs. Obus and Landes, as co-managing members of WCM, has the power to direct the voting and disposition of the 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.
| CUSIP No. 375908-10-0 | 13D/A | Page 11 of 13 |
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. Each of 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. Each of Messrs. Obus and Landes, as an executive officer of WCI, has the power to direct the voting and disposition of the 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 Statement 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) of 30,000,000 shares of Common Stock, constituting approximately 31.1% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 96,446,179 shares of Common Stock outstanding as of May 14, 2013, based upon information set forth in the Issuer’s most recent report on Form 10-Q for the period ended March 31, 2013, filed with the Securities and Exchange Commission on May 15, 2013.
The filing of this Statement 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 of Common Stock covered by this Statement.
As a result of the Shareholders Agreement, each of the Wynnefield Reporting Persons, the WebFinancial Reporting Persons and the Existing Shareholders may be deemed to be a “group” within the meaning of Rule 13d-5 of the Act, and the “group” may be deemed to be the owner of 63,515,453 shares of Common Stock on June 20, 2013, or 68.9% of the total issued and outstanding Common Stock of the Issuer on June 20, 2013. Each of the Wynnefield Reporting Persons hereby disclaims the beneficial ownership in the shares of Common Stock held by either of the WebFinancial Reporting Persons or the Existing Shareholders. The filing of this Statement shall not be construed as an admission by any of the Wynnefield Reporting Persons that a "group" exists, or that any of the Wynnefield Reporting Persons is a beneficial owner of any securities other than those directly held by them.
The Wynnefield Reporting Persons have not purchased or sold shares of Common Stock during the last 60 days.
(d) and (e). Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Statement is hereby amended by the addition of the following:
The description of the Voting Agreement described in Item 4 above is incorporated herein to this Item 6 by reference.
| CUSIP No. 375908-10-0 | 13D/A | Page 12 of 13 |
Except for the agreements described in this Statement, to the best knowledge of the Wynnefield Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Wynnefield Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended by the addition of the following:
The description of the Voting Agreement described in Item 4 above is incorporated herein to this Item 7 by reference.
The following exhibit is filed as part of this Statement:
| Exhibit 99.3 | Form of Voting Agreement dated as of June 20, 2013 (attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2013, and incorporated herein by reference) |
CUSIP No. 375908-10-0 | 13D | Page 13 of 13 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: July 3, 2013
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 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 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
