UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 4)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Acme Communications, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
004631107
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
March 10, 2006
(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 if filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
(continued on following pages)
Page 1 of 14
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CUSIP No. 004631107 13D/A Page 2 of 14 Pages | |
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1. NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value, L.P. | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS WC (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 643,784 shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER -0- (See Item 5) |
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EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 643,784 shares (See Item 5) |
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WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 643,784 shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (See Item 5) | |
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14. TYPE OF REPORTING PERSON PN | |
Page 2 of 14
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CUSIP NO. 004631107 13D/A Page 3 of 14 Pages | |
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1. NAME OF REPORTING PERSON: Wynnefield Small Cap Value Offshore Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not Applicable | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS WC (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 873,300 shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER -0- (See Item 5) |
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EACH REPORTING |
9. SOLE DISPOSITIVE POWER 873,300 shares (See Item 5) |
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PERSON WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 873,300 shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% (See Item 5) | |
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14. TYPE OF REPORTING PERSON CO | |
Page 3 of 14
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CUSIP NO. 004631107 13D/A Page 4 of 14 Pages | |
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1. NAME OF REPORTING PERSON Wynnefield Partners Small Cap Value, L.P. I S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3953291 | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS WC (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 903,700 shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER -0- (See Item 5) |
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EACH REPORTING |
9. SOLE DISPOSITIVE POWER 903,700 shares (See Item 5) |
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PERSON WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 903,700 shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% (See Item 5) | |
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14. TYPE OF REPORTING PERSON PN | |
Page 4 of 14
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CUSIP No. 004631107 13D/A Page 5 of 14 Pages | |
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1. NAME OF REPORTING PERSON: Channel Partnership II, L.P. S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 22-3215653 | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS WC (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 5,000 shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER -0- (See Item 5) |
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EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 5,000 shares (See Item 5) |
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WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0 % (See Item 5) | |
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14. TYPE OF REPORTING PERSON PN | |
Page 5 of 14
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CUSIP No. 004631107 13D/A Page 6 of 14 Pages | |
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1. NAME OF REPORTING PERSON: Wynnefield Capital, Inc. Profit Sharing Plan S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-3873998 | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS WC (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION N/A | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 40,000 shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER -0- (See Item 5) |
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EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 40,000 shares (See Item 5) |
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WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (See Item 5) | |
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14. TYPE OF REPORTING PERSON EP | |
Page 6 of 14
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CUSIP NO. 004631107 13D/A Page 7 of 14 Pages | |
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1. NAME OF REPORTING PERSON: Wynnefield Capital Management LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4018186 | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS AF (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 1,547,484 (1) shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER -0- (See Item 5) |
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EACH REPORTING |
9. SOLE DISPOSITIVE POWER 1,547,484 (1) shares (See Item 5) |
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PERSON WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,547,484 (1) shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% (See Item 5) | |
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14. TYPE OF REPORTING PERSON OO (Limited Liability Company) | |
(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I
Page 7 of 14
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CUSIP NO. 004631107 13D/A Page 8 of 14 Pages | |
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1. NAME OF REPORTING PERSON: Wynnefield Capital, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: N/A | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS AF (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 873,300 (1) shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER -0- (See Item 5) |
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EACH REPORTING |
9. SOLE DISPOSITIVE POWER 873,300 (1) shares (See Item 5) |
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PERSON WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 873,300 (1) shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% (See Item 5) | |
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14. TYPE OF REPORTING PERSON CO | |
(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.
Page 8 of 14
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CUSIP No. 004631107 13D/A Page 9 of 14 Pages | |
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1. NAME OF REPORTING PERSON: Nelson Obus S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: | |
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
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3. SEC USE ONLY | |
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4. SOURCE OF FUNDS AF (SEE ITEM 3) | |
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA | |
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NUMBER OF SHARES |
7. SOLE VOTING POWER 5,000 (1) shares (See Item 5) |
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BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER 0- (See Item 5) |
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EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 5,000 (1) shares (See Item 5) |
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WITH |
10. SHARED DISPOSITIVE POWER -0- (See Item 5) |
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 (1) shares (See Item 5) | |
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0 % (See Item 5) | |
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14. TYPE OF REPORTING PERSON IN | |
(1) Nelson Obus, as general partner of Channel Partnership II, L.P. holds an indirect beneficial interest in these shares which are directly beneficially owned by Channel Partnership II, L.P.
Page 9 of 14
This Amendment No. 4 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission (the “Commission”) on November 17, 2004, as amended by Amendment No. 1, filed with the Commission on December 29, 2004, Amendment No. 2, filed with the Commission on May 17, 2005 and Amendment No. 3, filed with the Commission on August 19, 2005 (collectively, the “Schedule 13D”), by Wynnefield Partners Small Cap Value, L.P. (“Partnership”), Wynnefield Partners Small Cap Value, L.P. I (“Partnership I”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Fund”), Channel Partnership II, L.P. (“Channel”), Nelson Obus (“Mr. Obus”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. Profit Sharing Plan (“Profit Sharing Plan”) and Wynnefield Capital, Inc. (“WCI” and, collectively with Partnership, Partnership I, Fund, Channel, Obus, WCM and Profit Sharing Plan, the “Wynnefield Group”), with respect to the shares of common stock, par value $0.01 per share, of Acme Communications, Inc., a Delaware corporation with its principal executive offices located at 2101 E. Fourth Street, Suite 202A, Santa Ana, California 92705 (the “Issuer”). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
The response to Item 3 is hereby amended and supplemented by adding the following:
As of the date of this Amendment, the Wynnefield Group beneficially owned in the aggregate 2,465,784 shares of Common Stock, constituting approximately 14.7% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 16,772,415 shares outstanding on November 8, 2005, as set forth in the Issuer’s most recent report on Form 10-Q for the quarterly period ended September 30, 2005 filed with the Commission on November 9, 2005).
Each of the Wynnefield Group entities set forth below made its most recent purchase of shares of Common Stock on March 10, 2006, separately from each other, for the consideration shown in the following table:
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Name |
Number of Shares Purchased |
Consideration Paid |
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Partnership* |
99,000 |
$376,200 |
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Partnership-I* |
140,500 |
$533,847 |
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Fund** |
164,000 |
$623,200 |
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* |
WCM has an indirect beneficial ownership interest in these shares of Common Stock. | |
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** |
WCI has an indirect beneficial ownership interest in these shares of Common Stock. |
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Such shares of Common Stock were paid for from the working capital of each entity in the Wynnefield Group who directly beneficially owns Common Stock. Each entity in the Wynnefield Group maintains a separate investment fund, consisting of capital contributions from their respective partners and investors and capital appreciation derived therefrom for the principal purpose of buying and selling securities (including financial and money market instruments) and interests in domestic and foreign securities, including, without limitation, convertible securities, stock index futures contracts, options, puts and calls on stock and warrants, except the Profit Sharing Plan, which is an employee profit sharing plan of WCI.
Page 10 of 14
Item 5. Interests in Securities of the Issuer.
The response to Item 5 is hereby amended and restated in its entirety as follows:
(a) – (c) As of March 14, 2006, the Wynnefield Group beneficially owned in the aggregate, 2,465,784 shares of Common Stock, constituting approximately 14.7% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 16,772,415 shares outstanding on November 8, 2005, as set forth in the Issuer’s most recent report on Form 10-Q for the quarterly period ended September 30, 2005 filed with the Commission on November 9, 2005). The following table sets forth certain information with respect to shares of Common Stock beneficially owned directly by the Wynnefield Group members listed:
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Name |
Number of |
Approximate |
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Partnership * |
643,784 |
3.8 % |
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Partnership-I * |
903,700 |
5.4 % |
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Fund ** |
873,300 |
5.2 % |
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Channel*** |
5,000 |
0.0 % |
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Profit Sharing Plan |
40,000 |
0.2 % |
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* |
WCM has an indirect beneficial ownership interest in these shares of Common Stock. |
** WCI has an indirect beneficial ownership interest in these shares of Common Stock.
*** Mr. Obus has an indirect beneficial ownership interest in these shares of Common Stock.
WCM is the sole general partner of the Partnership and Partnership-I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act of the shares of Common Stock that the Partnership and Partnership-I beneficially own. WCM, as the sole general partner of the Partnership and Partnership-I, has the sole power to direct the voting and disposition of the shares of Common Stock that the Partnership and Partnership-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 promulgated pursuant to the Exchange Act) of the shares of Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as a co-managing member of WCM, shares with the other 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 the Fund and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that the Fund beneficially owns. WCI, as the sole investment manager of the Fund, has the sole power to direct the voting and disposition of the shares of Common Stock that the Fund beneficially owns.
Messrs. Obus and Landes are the principal executive officers of WCI 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 promulgated pursuant to the Exchange Act) of the shares of Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as a principal executive officer of WCI, shares with the other the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
Page 11 of 14
The Profit Sharing Plan is an employee profit sharing plan of WCI. Mr. Obus and Mr. Landes share the power to vote and dispose of the Profit Sharing Plan’s investments in securities.
Mr. Obus is the general partner of Channel and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that Channel beneficially owns. Mr. Obus, as the general partner of Channel, has the sole power to direct the voting and disposition of the shares of Common Stock that Channel beneficially owns.
Beneficial ownership of shares of Common Stock shown on the cover pages of and set forth elsewhere in this Amendment for each of the members of the Wynnefield Group 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 Group 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) 2,465,784 shares of Common Stock, constituting approximately 14.7% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 16,772,415 shares outstanding on November 8, 2005, as set forth in the Issuer’s most recent report on Form 10-Q for the quarterly period ended September 30, 2005 filed with the Commission on November 9, 2005).
The filing of this Amendment and the inclusion of information herein with respect to Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
To the best knowledge of the Wynnefield Group, except as described herein, none of the Wynnefield Group, any person in control (ultimately or otherwise) of the Wynnefield Group, any general partner, executive officer or director thereof, as applicable, beneficially owns any shares of Common Stock, and except as set forth in the table below, there have been no transactions in shares of Common Stock effected during the past 60 days by the Wynnefield Group, any person in control of the Wynnefield Group (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable; provided, however, certain investment banking affiliates of the Wynnefield Group may beneficially own shares of Common Stock, including shares that may be held in discretionary or advisory accounts with the Wynnefield Group; and the Wynnefield Group, directly or in connection with such discretionary or advisory accounts, may acquire, hold, vote or dispose of Common Stock, including transactions that may have occurred in the past 60 days.
The Wynnefield Group has made purchases of shares of Common Stock during the past 60 days as follows:
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Name |
Date |
Number of Shares |
Price Per Share |
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Partnership |
March 10, 2006 |
99,000 |
$3.80 |
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Partnership – I |
March 10, 2006 |
137,000 |
$3.80 |
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Partnership – I |
March 10, 2006 |
3,500 |
$3.78 |
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Fund |
March 10, 2006 |
164,000 |
$3.80 |
Page 12 of 14
(d) No person, other than each of the members of the Wynnefield Group referred to as the direct beneficial owner of the shares of Common Stock set forth in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.
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(e) |
Not applicable. |
Page 13 of 14
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.
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Dated: March 14, 2006 |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | ||
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By: |
Wynnefield Capital Management, LLC, |
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General Partner
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By: |
/s/Nelson Obus |
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
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By: |
Wynnefield Capital Management, LLC, |
General Partner
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By: |
/s/Nelson Obus |
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
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By: |
Wynnefield Capital, Inc. |
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By: |
/s/Nelson Obus | |||
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Nelson Obus, President |
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WYNNEFIELD CAPITAL MANAGEMENT, LLC
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By: |
/s/Nelson Obus |
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
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By: |
/s/Nelson Obus |
Nelson Obus, President
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
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By: |
/s/Nelson Obus |
Nelson Obus, Authorized Signatory
CHANNEL PARTNERSHIP II, L.P.
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By: |
/s/Nelson Obus |
Nelson Obus, General Partner
/s/Nelson Obus
Nelson Obus, Individually
Page 14 of 14