Number of Shares Beneficially Owned by Each Reporting Person With |
5. 6. 7. 8. |
Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power: |
256,289 256,289 |
Number of Shares Beneficially Owned by Each Reporting Person With |
5. 6. 7. 8. |
Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power: |
256,289 256,289 |
Number of Shares Beneficially Owned by Each Reporting Person With |
5. 6. 7. 8. |
Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power: |
256,289 256,289 |
1. | Kirkwood Capital, LP, a New York limited partnership ("LP"); |
2. | Kirkwood Capital LLC, a Delaware limited liability company ("LLC"); and |
3. | David Rabinowitz |
LP, LLC and Mr. Rabinowitz are collectively referred to as the Reporting Persons.
1634 Ponce De Leon, Building 402, Atlanta, Georgia 30307
LP
is a New York entity. LLC is a Delaware entity.
Mr. Rabinowitz is a citizen of the United
States.
Common Stock, $.01 par value
040712101
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) | Broker or dealer registered under § 15 of the Act (15 U.S.C. 78o); | |
(b) | Bank as defined in § 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | Insurance company as defined in § 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) | Investment company registered under § 8 of the Investment Company Act, (15 U.S.C. 80a-8); | |
(e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
(f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
(g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
(h) | A savings association as defined in § 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | A church plan that is excluded from the definition of an investment company under § 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
Not applicable Item 4. Ownership:Each of the Reporting Persons may be deemed the beneficially own the following (all of which are directly owned by the LP): |
(a) | Amount beneficially owned: | 256,289 |
The LLC is the general partner of the LP, and, as a result, the LLC may be deemed to possess voting and/or investment power
over the securities of the Issuer described in this schedule that are owned by the LP. Mr. Rabinowitz serves as the
Managing Member of the LLC and, as a result, may be deemed to possess voting and/or investment power over the securities of
the Issuer described in this schedule that are owned by the LP. | ||
(b) | Percent of class: 7.4% (based on 3,462,299 common shares outstanding at December 31, 2005 according to the Issuer's annual report on Form 10-K for the year ended October 1, 2005). |
|
(c) | Number of shares as to which such person has: |
|
(i) Sole power to vote or to direct the vote: |
0 | |
(ii) Shared power to vote or to direct the vote: |
256,289 | |
(iii) Sole power to dispose or to direct the disposition of: |
0 | |
(iv) Shared power to dispose or to direct the disposition of: | 256,289 |
Item 5. Ownership of Five Percent or Less of a Class:If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. __ Item 6. Ownership of More than Five Percent on Behalf of Another Person:Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:Not applicable Item 8. Identification and Classification of Members of the Group:Not applicable Item 9. Notice of Dissolution of Group:Not applicable Item 10. Certification.By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. |
February 13, 2006 (Date) /s/ David Rabinowitz (Signature) David Rabinowitz, Individually, and as managing member of Kirkwood Capital LLC, general partner of Kirkwood Capital, LP (Name/Title) |