Cryo-Cell International, Inc.
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
| |
|
|
Filed by the Registrant
|
|
o |
Filed by a Party other than the Registrant
|
|
x |
Check the appropriate box:
| o |
|
Preliminary Proxy Statement |
| |
| o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| |
| o |
|
Definitive Proxy Statement |
| |
| o |
|
Definitive Additional Materials |
| |
| x |
|
Soliciting Material Pursuant to ss. 240.14a-12 |
CRYO-CELL INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
David I. Portnoy
Visual Investment Corp.
PartnerCommunity, Inc.
Jamie H. Zidell
Mayim Investment Limited Partnership
David Ruttenberg
Lynne Portnoy
Gilbert Portnoy
Mark L. Portnoy
Capital Asset Fund Limited Partnership
George Gaines
Scott D. Martin
Steven Berkowitz
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| x |
|
No fee required. |
| |
| o |
|
Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
| |
1) |
|
Title of each class of securities to which transaction applies: |
| |
| |
2) |
|
Aggregate number of securities to which transaction applies: |
| |
| |
3) |
|
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): |
| |
| |
4) |
|
Proposed maximum aggregate value of transaction: |
| |
| |
5) |
|
Total fee paid: |
| o |
|
Fee paid previously with preliminary materials. |
| |
| o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
| |
1) |
|
Amount Previously Paid: |
| |
| |
2) |
|
Form, Schedule or Registration Statement No.: |
| |
| |
3) |
|
Filing Party: |
| |
| |
4) |
|
Date Filed: |
2
TABLE OF CONTENTS
On March 26, 2007, PartnerCommunity, Inc. notified Cryo-Cell International, Inc. (the
“Issuer”) of its intention to propose the nomination of a slate of directors for election (each, a
“Nominee” and collectively, the “Slate”) at the forthcoming 2007 annual meeting of the Issuer’s
stockholders (the “Annual Meeting”) by delivering a notice thereof to the Issuer. A copy of the
notification letter delivered to the Issuer is attached hereto as Exhibit 2.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO
SOLICITATION OF PROXIES BY THE PARTICIPANTS FROM THE STOCKHOLDERS OF CRYO-CELL INTERNATIONAL, INC.
FOR USE AT ITS ANNUAL MEETING WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WHICH WILL
BE MAILED TO STOCKHOLDERS OF CRYO-CELL INTERNATIONAL, INC. AND WILL BE AVAILABLE AT NO CHARGE AT
THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO
THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 HERETO.
3
EXHIBIT 1
POTENTIAL PARTICIPANTS
In addition to each Nominee named in Exhibit 2 hereto (the contents of which are incorporated
by reference herein), the potential participants in the potential solicitation of proxies (the
“Participants”) may include the following: Visual Investment Corp., PartnerCommunity, Inc. (the
“Nominating Party”), Jamie H. Zidell, Mayim Investment Limited Partnership, David Ruttenberg, Lynne
Portnoy, Gilbert Portnoy, Capital Asset Fund Limited Partnership, George Gaines, and Steven
Berkowitz.
SECURITYHOLDERS MAY OBTAIN THE INFORMATION RELATING TO THE DIRECT OR INDIRECT INTERESTS,
WHETHER BY SECURITY HOLDINGS OR OTHERWISE, OF EACH NOMINEE IN THE SLATE, ALL OF WHOM ARE ALSO
PARTICIPANTS, BY REFERRING TO EXHIBIT 2 HERETO, INCORPORATED BY REFERENCE HEREIN.
Visual Investment Corp. has an interest in the election of directors at the Annual Meeting (i)
through the beneficial ownership of 53,850 shares of Common Stock, par value $0.01 per share, of
the Issuer (the “Shares”) held in its name, as described in the Fourth Amendment to Schedule 13D,
relating to the Issuer and filed with the Securities and Exchange Commission (the “SEC”) on March
26, 2007 (the “Fourth Filing Amendment”), incorporated herein by reference thereto, and (ii)
pursuant to the following agreements: (A) a verbal agreement dated January 18, 2007 among Visual
Investment Corp. and certain other reporting persons (each, a “Reporting Person”) described in the
Third Amendment to Schedule 13D, relating to the Issuer and filed with the SEC on February 1, 2007
(the “Third Filing Amendment”), pursuant to which the parties agreed to share legal and other fees
currently incurred or to be incurred in connection with the activities described in Item 4 of the
Third Filing Amendment, incorporated herein by reference thereto, which activities include a
shareholder proposal to the Issuer recommending the adoption of substantially equivalent provisions
to those set forth in the SEC’s Proposed Rule 14a-11 and the possible nomination of the Slate (the
“Fee Sharing Agreement”); and (B) a verbal agreement among Visual Investment Corp. and certain
other Reporting Persons described in the Fourth Filing Amendment, incorporated herein by reference
thereto, pursuant to which the parties agreed to vote all of each Reporting Person’s Shares for the
election of the Slate as directors of the Issuer at the Annual Meeting (the “Voting Agreement”).
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, David I. Portnoy is the sole officer and director of Visual Investment Corp. and may be
deemed the beneficial owner of the 53,850 Shares held by Visual Investment Corp. Based upon
11,624,629 Shares outstanding as of November 30, 2006, as reported in Form 10-KSB, filed by the
Issuer with the SEC on February 28, 2007 (“Form 10-KSB”), this represents beneficial
ownership of approximately 0.4% of Shares outstanding.
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Visual Investment Corp. within the past two years, and the number of Shares
in each such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Visual Investment Corp.
|
|
|
August 2, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
June 22, 2006
|
|
|
|
1,350 |
|
|
| |
Visual Investment Corp
|
|
|
June 22, 2006
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
June 21, 2006
|
|
|
|
5,000 |
|
|
| |
Visual Investment Corp
|
|
|
June 19, 2006
|
|
|
|
(5,000 |
) |
|
| |
Visual Investment Corp
|
|
|
June 19, 2006
|
|
|
|
(4,500 |
) |
|
| |
Visual Investment Corp
|
|
|
June 16, 2006
|
|
|
|
(500 |
) |
|
| |
Visual Investment Corp
|
|
|
June 14, 2006
|
|
|
|
10,000 |
|
|
| |
Visual Investment Corp
|
|
|
June 13, 2006
|
|
|
|
(4,000 |
) |
|
| |
Visual Investment Corp
|
|
|
June 13, 2006
|
|
|
|
(2,500 |
) |
|
| |
Visual Investment Corp
|
|
|
June 7, 2006
|
|
|
|
(3,083 |
) |
|
| |
Visual Investment Corp
|
|
|
May 31, 2006
|
|
|
|
(2,600 |
) |
|
| |
Visual Investment Corp
|
|
|
May 30, 2006
|
|
|
|
(5,200 |
) |
|
| |
Visual Investment Corp
|
|
|
May 23, 2006
|
|
|
|
25,000 |
|
|
| |
4
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Visual Investment Corp
|
|
|
May 23, 2006
|
|
|
|
7,500 |
|
|
| |
Visual Investment Corp
|
|
|
May 22, 2006
|
|
|
|
(20,000 |
) |
|
| |
Visual Investment Corp
|
|
|
May 22, 2006
|
|
|
|
(10,000 |
) |
|
| |
Visual Investment Corp
|
|
|
May 16, 2006
|
|
|
|
7,500 |
|
|
| |
Visual Investment Corp
|
|
|
May 15, 2006
|
|
|
|
(10,000 |
) |
|
| |
Visual Investment Corp
|
|
|
May 15, 2006
|
|
|
|
(5,000 |
) |
|
| |
Visual Investment Corp
|
|
|
May 15, 2006
|
|
|
|
(1,650 |
) |
|
| |
Visual Investment Corp
|
|
|
May 15, 2006
|
|
|
|
(550 |
) |
|
| |
Visual Investment Corp
|
|
|
May 15, 2006
|
|
|
|
(500 |
) |
|
| |
Visual Investment Corp
|
|
|
May 9, 2006
|
|
|
|
2,000 |
|
|
| |
Visual Investment Corp
|
|
|
May 8, 2006
|
|
|
|
(3,500 |
) |
|
| |
Visual Investment Corp
|
|
|
May 8, 2006
|
|
|
|
(2,230 |
) |
|
| |
Visual Investment Corp
|
|
|
April 28, 2006
|
|
|
|
1,313 |
|
|
| |
Visual Investment Corp
|
|
|
April 28, 2006
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
April 17, 2006
|
|
|
|
(2,500 |
) |
|
| |
Visual Investment Corp
|
|
|
April 17, 2006
|
|
|
|
(1,814 |
) |
|
| |
Visual Investment Corp
|
|
|
April 17, 2006
|
|
|
|
(1,500 |
) |
|
| |
Visual Investment Corp
|
|
|
April 17, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 17, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 17, 2006
|
|
|
|
(5,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 17, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 12, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 12, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 11, 2006
|
|
|
|
(500 |
) |
|
| |
Visual Investment Corp
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 10, 2006
|
|
|
|
10,000 |
|
|
| |
Visual Investment Corp
|
|
|
April 10, 2006
|
|
|
|
9,500 |
|
|
| |
Visual Investment Corp
|
|
|
April 10, 2006
|
|
|
|
9,500 |
|
|
| |
Visual Investment Corp
|
|
|
April 10, 2006
|
|
|
|
500 |
|
|
| |
Visual Investment Corp
|
|
|
April 10, 2006
|
|
|
|
500 |
|
|
| |
Visual Investment Corp
|
|
|
March 6, 2006
|
|
|
|
(2,000 |
) |
|
| |
Visual Investment Corp
|
|
|
February 27, 2006
|
|
|
|
(10,000 |
) |
|
| |
Visual Investment Corp
|
|
|
February 27, 2006
|
|
|
|
(5,000 |
) |
|
| |
Visual Investment Corp
|
|
|
February 27, 2006
|
|
|
|
(3,000 |
) |
|
| |
Visual Investment Corp
|
|
|
February 27, 2006
|
|
|
|
(1,100 |
) |
|
| |
Visual Investment Corp
|
|
|
February 27, 2006
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
| |
Visual Investment Corp
|
|
|
February 24, 2006
|
|
|
|
4,300 |
|
|
| |
Visual Investment Corp
|
|
|
February 24, 2006
|
|
|
|
3,000 |
|
|
| |
Visual Investment Corp
|
|
|
February 21, 2006
|
|
|
|
5,000 |
|
|
| |
Visual Investment Corp
|
|
|
February 17, 2006
|
|
|
|
(5,000 |
) |
|
| |
Visual Investment Corp
|
|
|
February 13, 2006
|
|
|
|
5,000 |
|
|
| |
Visual Investment Corp
|
|
|
February 10, 2006
|
|
|
|
(7,386 |
) |
|
| |
Visual Investment Corp
|
|
|
February 10, 2006
|
|
|
|
(5,000 |
) |
|
| |
Visual Investment Corp
|
|
|
February 10, 2006
|
|
|
|
5,000 |
|
|
| |
Visual Investment Corp
|
|
|
February 9, 2006
|
|
|
|
2,000 |
|
|
| |
Visual Investment Corp
|
|
|
February 1, 2006
|
|
|
|
3,500 |
|
|
| |
Visual Investment Corp
|
|
|
February 1, 2006
|
|
|
|
1,000 |
|
|
| |
5
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Visual Investment Corp
|
|
|
February 1, 2006
|
|
|
|
500 |
|
|
| |
Visual Investment Corp
|
|
|
January 30, 2006
|
|
|
|
800 |
|
|
| |
Visual Investment Corp
|
|
|
January 19, 2006
|
|
|
|
3,600 |
|
|
| |
Visual Investment Corp
|
|
|
January 19, 2006
|
|
|
|
2,600 |
|
|
| |
Visual Investment Corp
|
|
|
January 13, 2006
|
|
|
|
2,000 |
|
|
| |
Visual Investment Corp
|
|
|
January 11, 2006
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
January 6, 2006
|
|
|
|
2,000 |
|
|
| |
Visual Investment Corp
|
|
|
December 29, 2005
|
|
|
|
2,000 |
|
|
| |
Visual Investment Corp
|
|
|
December 16, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
December 13, 2005
|
|
|
|
3,000 |
|
|
| |
Visual Investment Corp
|
|
|
December 13, 2005
|
|
|
|
2,000 |
|
|
| |
Visual Investment Corp
|
|
|
December 8, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
November 17, 2005
|
|
|
|
(1,108 |
) |
|
| |
Visual Investment Corp
|
|
|
November 17, 2005
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
November 14, 2005
|
|
|
|
5,000 |
|
|
| |
Visual Investment Corp
|
|
|
October 27, 2005
|
|
|
|
500 |
|
|
| |
Visual Investment Corp
|
|
|
October 20, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
October 20, 2005
|
|
|
|
718 |
|
|
| |
Visual Investment Corp
|
|
|
October 14, 2005
|
|
|
|
(2,000 |
) |
|
| |
Visual Investment Corp
|
|
|
October 6, 2005
|
|
|
|
700 |
|
|
| |
Visual Investment Corp
|
|
|
September 27, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
August 11, 2005
|
|
|
|
(1,572 |
) |
|
| |
Visual Investment Corp
|
|
|
August 11, 2005
|
|
|
|
(210 |
) |
|
| |
Visual Investment Corp
|
|
|
May 26, 2005
|
|
|
|
(1,624 |
) |
|
| |
Visual Investment Corp
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
Visual Investment Corp
|
|
|
May 26, 2005
|
|
|
|
(500 |
) |
|
| |
Visual Investment Corp
|
|
|
May 26, 2005
|
|
|
|
(500 |
) |
|
| |
Visual Investment Corp
|
|
|
May 19, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
May 19, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
May 17, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
May 10, 2005
|
|
|
|
(1,204 |
) |
|
| |
Visual Investment Corp
|
|
|
April 18, 2005
|
|
|
|
1,000 |
|
|
| |
Visual Investment Corp
|
|
|
April 12, 2005
|
|
|
|
(2,000 |
) |
|
| |
Visual Investment Corp
|
|
|
April 1, 2005
|
|
|
|
1,624 |
|
|
| |
Visual Investment Corp
|
|
|
March 30, 2005
|
|
|
|
2,500 |
|
|
| |
Visual Investment Corp
|
|
|
March 30, 2005
|
|
|
|
500 |
|
|
| |
Visual Investment Corp
|
|
|
March 21, 2005
|
|
|
|
900 |
|
|
| |
The Nominating Party has an interest in the election of directors at the Annual Meeting (i)
through the beneficial ownership of 90,787 Shares held in its name, as described in the Fourth
Filing Amendment, incorporated herein by reference thereto, and (ii) pursuant to the following
agreements: (A) the Fee Sharing Agreement, pursuant to which the Nominating Party and certain other
Reporting Persons in the Third Filing Amendment verbally agreed to share legal and other fees
currently incurred or to be incurred in connection with the activities described in Item 4 of the
Third Filing Amendment, incorporated herein by reference thereto, which activities include a
shareholder proposal to the Issuer recommending the adoption of substantially equivalent provisions
to those set forth in the SEC’s Proposed Rule 14a-11 and the possible nomination of the Slate; (B)
the Voting Agreement, pursuant to which the Nominating Party and certain other Reporting Persons in
the Fourth Filing Amendment, incorporated herein by reference thereto, verbally agreed to vote all
of each Reporting Person’s Shares for the election of the Slate as directors of the Issuer at the
Annual Meeting; and (C) an agreement between the Nominating Party and Mayim Management, LLC, a
Delaware limited liability company whose owner and managing member is David I. Portnoy, as
described in Item 6 of the Fourth Filing Amendment, incorporated herein by reference thereto,
pursuant to which Mayim Management, LLC, is authorized to make investment and voting decisions
relating to certain securities
6
investments made by the Nominating Party, which include the Shares held by the Nominating
Party (the “Investment Advisory Agreement”).
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, David I. Portnoy may be deemed the beneficial owner of the 90,787 Shares held by the
Nominating Party, as the chairman of the board and secretary of the Nominating Party and as the
managing member of Mayim Management, LLC, which may exercise investment and voting discretion over
the Nominating Party’s Shares under the Investment Advisory Agreement. Based upon 11,624,629 Shares
outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately 0.7% of Shares outstanding.
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by the Nominating Party within the past two years, and the number of Shares in
each such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 30, 2006
|
|
|
|
(6,213 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 22, 2006
|
|
|
|
(6,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 21, 2006
|
|
|
|
(5,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 16, 2006
|
|
|
|
9,500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
June 16, 2006
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
June 15, 2006
|
|
|
|
(3,983 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(10,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(3,600 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 31, 2006
|
|
|
|
(10,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 31, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 30, 2006
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 23, 2006
|
|
|
|
(25,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 23, 2006
|
|
|
|
(7,500 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
20,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
10,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
4,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(11,324 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(1,500 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(1,357 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 9, 2006
|
|
|
|
(2,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 13, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 8, 2006
|
|
|
|
1,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(2,836 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(500 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
February 27, 2006
|
|
|
|
4,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 27, 2006
|
|
|
|
4,500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 26, 2006
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 24, 2006
|
|
|
|
3,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 24, 2006
|
|
|
|
1,500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 23, 2006
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 5, 2006
|
|
|
|
10,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
December 29, 2005
|
|
|
|
3,600 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
December 13, 2005
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
November 14, 2005
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
September 28, 2005
|
|
|
|
2,000 |
|
|
| |
7
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
PartnerCommunity, Inc.
|
|
|
August 25, 2005
|
|
|
|
(1,800 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
July 21, 2005
|
|
|
|
(3,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
July 15, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
July 12, 2005
|
|
|
|
1,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
July 7, 2005
|
|
|
|
1,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
June 28, 2005
|
|
|
|
(300 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 27, 2005
|
|
|
|
(1,900 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 21, 2005
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 27, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(940 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
April 4, 2005
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
March 29, 2005
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
March 21, 2005
|
|
|
|
655 |
|
|
| |
Jamie H. Zidell has an interest in the election of directors at the Annual Meeting (i) through
the beneficial ownership of 174,430 Shares held in his name, as described in the Fourth Filing
Amendment, incorporated herein by reference thereto, and (ii) pursuant to the following agreements:
(A) two agreements with David I. Portnoy dated October 27, 2004 and December 20, 2004, the terms of
which were disclosed in Item 6 and were included as Exhibits 2 and 3 to the initial filing of
Schedule 13D, relating to the Issuer and filed with the SEC on January 25, 2005, incorporated
herein by reference thereto, pursuant to which David I. Portnoy guarantees any shortfall below a
certain amount in Mr. Zidell’s investment accounts in return for the sharing of profits in such
investment accounts; (B) an agreement with David I. Portnoy dated October 2006 amending their
October 27, 2004 and December 20, 2004 agreements, the terms of which were disclosed in Item 6 and
were included as Exhibit 3 to the Third Filing Amendment, incorporated herein by reference thereto,
pursuant to which Mr. Zidell increases his investment and David I. Portnoy guarantees any shortfall
below a certain amount in Mr. Zidell’s investment accounts in return for the sharing of profits in
such investment accounts; and (C) the Voting Agreement, pursuant to which Jamie H. Zidell and
certain other Reporting Persons in the Fourth Filing Amendment, incorporated herein by reference
thereto, verbally agreed to vote all of each Reporting Person’s Shares for the election of the
Slate as directors of the Issuer at the Annual Meeting.
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, David I. Portnoy may be deemed the beneficial owner of the 174,430 Shares held by Jamie H.
Zidell as a result of exercising investment (but not voting) discretion over such Shares in
accordance with the agreements between David I. Portnoy and Jamie H. Zidell described in the
paragraph above. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in
Form 10-KSB, this represents beneficial ownership of approximately 1.5% of Shares outstanding.
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Jamie H. Zidell within the past two years, and the number of Shares in each
such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Jamie H. Zidell
|
|
|
January 16, 2007
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
January 16, 2007
|
|
|
|
840 |
|
|
| |
Jamie H. Zidell
|
|
|
October 27, 2006
|
|
|
|
10,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 26, 2006
|
|
|
|
10,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 26, 2006
|
|
|
|
10,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 26, 2006
|
|
|
|
5,000 |
|
|
| |
8
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Jamie H. Zidell
|
|
|
October 26, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 26, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 25, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 23, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 20, 2006
|
|
|
|
3,600 |
|
|
| |
Jamie H. Zidell
|
|
|
October 19, 2006
|
|
|
|
3,000 |
|
|
| |
Jamie H. Zidell
|
|
|
October 18, 2006
|
|
|
|
3,000 |
|
|
| |
Jamie H. Zidell
|
|
|
May 16, 2006
|
|
|
|
(11,500 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 11, 2006
|
|
|
|
(1,500 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 11, 2006
|
|
|
|
(500 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 11, 2006
|
|
|
|
(500 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 10, 2006
|
|
|
|
(10,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 10, 2006
|
|
|
|
(10,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 10, 2006
|
|
|
|
(10,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
March 15, 2006
|
|
|
|
(1,186 |
) |
|
| |
Jamie H. Zidell
|
|
|
March 8, 2006
|
|
|
|
(5,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
March 3, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
March 3, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
February 21, 2006
|
|
|
|
(11,751 |
) |
|
| |
Jamie H. Zidell
|
|
|
February 21, 2006
|
|
|
|
(500 |
) |
|
| |
Jamie H. Zidell
|
|
|
February 17, 2006
|
|
|
|
4,336 |
|
|
| |
Jamie H. Zidell
|
|
|
February 16, 2006
|
|
|
|
572 |
|
|
| |
Jamie H. Zidell
|
|
|
February 14, 2006
|
|
|
|
3,000 |
|
|
| |
Jamie H. Zidell
|
|
|
February 10, 2006
|
|
|
|
(5,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
February 10, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
February 10, 2006
|
|
|
|
4,500 |
|
|
| |
Jamie H. Zidell
|
|
|
February 10, 2006
|
|
|
|
500 |
|
|
| |
Jamie H. Zidell
|
|
|
January 13, 2006
|
|
|
|
2,872 |
|
|
| |
Jamie H. Zidell
|
|
|
January 12, 2006
|
|
|
|
2,700 |
|
|
| |
Jamie H. Zidell
|
|
|
January 12, 2006
|
|
|
|
(11,671 |
) |
|
| |
Jamie H. Zidell
|
|
|
January 12, 2006
|
|
|
|
(500 |
) |
|
| |
Jamie H. Zidell
|
|
|
January 11, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
January 10, 2006
|
|
|
|
3,800 |
|
|
| |
Jamie H. Zidell
|
|
|
January 10, 2006
|
|
|
|
2,300 |
|
|
| |
Jamie H. Zidell
|
|
|
January 9, 2006
|
|
|
|
1,200 |
|
|
| |
Jamie H. Zidell
|
|
|
January 5, 2006
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
January 3, 2006
|
|
|
|
1,500 |
|
|
| |
Jamie H. Zidell
|
|
|
December 30, 2005
|
|
|
|
4,000 |
|
|
| |
Jamie H. Zidell
|
|
|
December 30, 2005
|
|
|
|
3,500 |
|
|
| |
Jamie H. Zidell
|
|
|
December 30, 2005
|
|
|
|
1,000 |
|
|
| |
Jamie H. Zidell
|
|
|
December 29 2005
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
December 29, 2005
|
|
|
|
3,100 |
|
|
| |
Jamie H. Zidell
|
|
|
December 28, 2005
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
December 28, 2005
|
|
|
|
2,600 |
|
|
| |
Jamie H. Zidell
|
|
|
December 28, 2005
|
|
|
|
1,900 |
|
|
| |
Jamie H. Zidell
|
|
|
December 27, 2005
|
|
|
|
1,000 |
|
|
| |
Jamie H. Zidell
|
|
|
December 23, 2005
|
|
|
|
5,000 |
|
|
| |
Jamie H. Zidell
|
|
|
December 23, 2005
|
|
|
|
1,400 |
|
|
| |
Jamie H. Zidell
|
|
|
December 22, 2005
|
|
|
|
3,600 |
|
|
| |
Jamie H. Zidell
|
|
|
December 22, 2005
|
|
|
|
2,000 |
|
|
| |
9
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Jamie H. Zidell
|
|
|
December 21, 2005
|
|
|
|
4,500 |
|
|
| |
Jamie H. Zidell
|
|
|
December 21, 2005
|
|
|
|
4,500 |
|
|
| |
Jamie H. Zidell
|
|
|
December 21, 2005
|
|
|
|
500 |
|
|
| |
Jamie H. Zidell
|
|
|
December 21, 2005
|
|
|
|
500 |
|
|
| |
Jamie H. Zidell
|
|
|
December 20, 2005
|
|
|
|
200 |
|
|
| |
Jamie H. Zidell
|
|
|
July 20, 2005
|
|
|
|
(1,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
July 11, 2005
|
|
|
|
1,000 |
|
|
| |
Jamie H. Zidell
|
|
|
July 7, 2005
|
|
|
|
1,000 |
|
|
| |
Jamie H. Zidell
|
|
|
June 27, 2005
|
|
|
|
(5,000 |
) |
|
| |
Jamie H. Zidell
|
|
|
June 27, 2005
|
|
|
|
(300 |
) |
|
| |
Jamie H. Zidell
|
|
|
June 22, 2005
|
|
|
|
2,000 |
|
|
| |
Jamie H. Zidell
|
|
|
June 21, 2005
|
|
|
|
1,950 |
|
|
| |
Jamie H. Zidell
|
|
|
June 20, 2005
|
|
|
|
1,800 |
|
|
| |
Jamie H. Zidell
|
|
|
June 17, 2005
|
|
|
|
1,250 |
|
|
| |
Jamie H. Zidell
|
|
|
May 26, 2005
|
|
|
|
(2,311 |
) |
|
| |
Jamie H. Zidell
|
|
|
May 26, 2005
|
|
|
|
(500 |
) |
|
| |
Jamie H. Zidell
|
|
|
May 26, 2005
|
|
|
|
(500 |
) |
|
| |
Jamie H. Zidell
|
|
|
May 17, 2005
|
|
|
|
2,000 |
|
|
| |
Jamie H. Zidell
|
|
|
April 29, 2005
|
|
|
|
3,000 |
|
|
| |
Jamie H. Zidell
|
|
|
April 28, 2005
|
|
|
|
(3,662 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 28, 2005
|
|
|
|
(1,006 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 28, 2005
|
|
|
|
(500 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 18, 2005
|
|
|
|
(1,300 |
) |
|
| |
Jamie H. Zidell
|
|
|
April 1, 2005
|
|
|
|
437 |
|
|
| |
Jamie H. Zidell
|
|
|
March 30, 2005
|
|
|
|
615 |
|
|
| |
Mayim Investment Limited Partnership has an interest in the election of directors at the
Annual Meeting (i) through the beneficial ownership of 106,521 Shares held in its name, as
described in the Fourth Filing Amendment, incorporated herein by reference thereto, and (ii)
pursuant to the following agreements: (A) the Fee Sharing Agreement, pursuant to which Mayim
Investment Limited Partnership and certain other Reporting Persons in the Third Filing Amendment
verbally agreed to share legal and other fees currently incurred or to be incurred in connection
with the activities described in Item 4 of the Third Filing Amendment, incorporated herein by
reference thereto, which activities include a shareholder proposal to the Issuer recommending the
adoption of substantially equivalent provisions to those set forth in the SEC’s Proposed Rule
14a-11 and the possible nomination of the Slate; and (B) the Voting Agreement, pursuant to which
Mayim Investment Limited Partnership and certain other Reporting Persons in the Fourth Filing
Amendment, incorporated herein by reference thereto, verbally agreed to vote all of each Reporting
Person’s Shares for the election of the Slate as directors of the Issuer at the Annual Meeting.
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, David I. Portnoy may be deemed the beneficial owner of the 106,521 Shares held by Mayim
Investment Limited Partnership as a result of being the managing member and owner of Mayim
Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the
general partner ofMayim Investment Limited Partnership. Based upon 11,624,629 Shares outstanding
as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial ownership of
approximately 0.9% of Shares outstanding.
10
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned byMayim Investment
Limited Partnership within the past two years, and the
number of Shares in each such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Mayim Investment
Limited Partnership
|
|
|
March 23, 2007
|
|
|
|
5,000 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
March 22, 2007
|
|
|
|
5,000 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
March 22, 2007
|
|
|
|
5,000 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
March 22, 2007
|
|
|
|
5,000 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
March 21, 2007
|
|
|
|
5,000 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
February 15, 2006
|
|
|
|
336 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
January 25, 2006
|
|
|
|
100 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
September 2, 2005
|
|
|
|
8,770 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
July 21, 2005
|
|
|
|
(1,000 |
) |
|
| |
Mayim Investment
Limited Partnership
|
|
|
June 24, 2005
|
|
|
|
110 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
June 13, 2005
|
|
|
|
5,054 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
June 6, 2005
|
|
|
|
2,000 |
|
|
| |
Mayim Investment
Limited Partnership
|
|
|
June 2, 2005
|
|
|
|
(2,000 |
) |
|
| |
Mayim Investment
Limited Partnership
|
|
|
May 31, 2005
|
|
|
|
(2,500 |
) |
|
| |
Mayim Investment
Limited Partnership
|
|
|
May 27, 2005
|
|
|
|
(100 |
) |
|
| |
Mayim Investment
Limited Partnership
|
|
|
May 27, 2005
|
|
|
|
(100 |
) |
|
| |
Mayim Investment
Limited Partnership
|
|
|
May 27, 2005
|
|
|
|
(500 |
) |
|
| |
Mayim Investment
Limited Partnership
|
|
|
May 27, 2005
|
|
|
|
(1,800 |
) |
|
| |
David Ruttenberg has an interest in the election of directors at the Annual Meeting (i)
through the beneficial ownership of 119,080 Shares held in his name, as described in the Fourth
Filing Amendment, incorporated herein by reference thereto, and (ii) pursuant to the following
agreements: (A) a verbal agreement with David I. Portnoy, the terms of which were disclosed in Item
6 to the Second Amendment to Schedule 13D, relating to the Issuer and filed with the SEC on June
26, 2006, incorporated herein by reference thereto, pursuant to which David Ruttenberg agreed to
compensate David I. Portnoy with a percentage of David Ruttenberg’s profits, if any, from his
investment in the Shares; and (B) the Voting Agreement, pursuant to which David Ruttenberg and
certain other Reporting Persons in the Fourth Filing Amendment, incorporated herein by reference
thereto, verbally agreed to vote all of each Reporting Person’s Shares for the election of the
Slate as directors of the Issuer at the Annual Meeting.
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, David I. Portnoy may be deemed the beneficial owner of the 119,080 Shares held by David
Ruttenberg as a result of exercising investment (but not voting) discretion over such Shares in
accordance with the agreements between David I. Portnoy and David Ruttenberg described in the
paragraph above. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in
Form 10-KSB, this represents beneficial ownership of approximately 1.0% of Shares outstanding.
11
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by David Ruttenberg within the past two years, and the number of Shares in each
such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
David Ruttenberg
|
|
|
May 2, 2006
|
|
|
|
1,572 |
|
|
| |
David Ruttenberg
|
|
|
May 1, 2006
|
|
|
|
10,000 |
|
|
| |
David Ruttenberg
|
|
|
May 1, 2006
|
|
|
|
5,300 |
|
|
| |
David Ruttenberg
|
|
|
April 28, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
April 28, 2006
|
|
|
|
4,700 |
|
|
| |
David Ruttenberg
|
|
|
April 27, 2006
|
|
|
|
2,000 |
|
|
| |
David Ruttenberg
|
|
|
April 27, 2006
|
|
|
|
1,000 |
|
|
| |
David Ruttenberg
|
|
|
April 27, 2006
|
|
|
|
1,000 |
|
|
| |
David Ruttenberg
|
|
|
April 26, 2006
|
|
|
|
1,850 |
|
|
| |
David Ruttenberg
|
|
|
April 26, 2006
|
|
|
|
1,150 |
|
|
| |
David Ruttenberg
|
|
|
February 14, 2006
|
|
|
|
4,018 |
|
|
| |
David Ruttenberg
|
|
|
February 10, 2006
|
|
|
|
3,600 |
|
|
| |
David Ruttenberg
|
|
|
February 9, 2006
|
|
|
|
4,500 |
|
|
| |
David Ruttenberg
|
|
|
February 9, 2006
|
|
|
|
4,500 |
|
|
| |
David Ruttenberg
|
|
|
February 8, 2006
|
|
|
|
3,000 |
|
|
| |
David Ruttenberg
|
|
|
February 8, 2006
|
|
|
|
500 |
|
|
| |
David Ruttenberg
|
|
|
February 6, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
February 1, 2006
|
|
|
|
2,000 |
|
|
| |
David Ruttenberg
|
|
|
January 31, 2006
|
|
|
|
500 |
|
|
| |
David Ruttenberg
|
|
|
January 27, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
January 27, 2006
|
|
|
|
3,490 |
|
|
| |
David Ruttenberg
|
|
|
January 24, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
January 23, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
January 20, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
January 20, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
January 19, 2006
|
|
|
|
4,000 |
|
|
| |
David Ruttenberg
|
|
|
January 18, 2006
|
|
|
|
2,200 |
|
|
| |
David Ruttenberg
|
|
|
January 18, 2006
|
|
|
|
1,000 |
|
|
| |
David Ruttenberg
|
|
|
January 17, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
January 13, 2006
|
|
|
|
3,600 |
|
|
| |
David Ruttenberg
|
|
|
January 12, 2006
|
|
|
|
5,000 |
|
|
| |
David Ruttenberg
|
|
|
January 12, 2006
|
|
|
|
3,600 |
|
|
| |
David Ruttenberg
|
|
|
January 11, 2006
|
|
|
|
5,000 |
|
|
| |
Lynne Portnoy has an interest in the election of directors at the Annual Meeting (i) through
the beneficial ownership of 16,150 Shares held in her name and 3,000 Shares held in joint ownership
with Gilbert Portnoy, as described in the Fourth Filing Amendment, incorporated herein by reference
thereto; (ii) pursuant to a verbal agreement with David I. Portnoy and Gilbert Portnoy, the terms
of which were disclosed in Item 6 to the Third Filing Amendment, incorporated herein by reference
thereto, pursuant to which David I. Portnoy is authorized to make investment and voting decisions
relating to the Shares owned by Lynne Portnoy and Gilbert Portnoy, although Lynne Portnoy and
Gilbert Portnoy retain their right to withdraw their assets from this agreement; and (iii) pursuant
to being the stepmother of David I. Portnoy and Mark L. Portnoy.
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, David I. Portnoy may be deemed the beneficial owner of the 16,150 Shares held by Lynne
Portnoy and of the 3,000 Shares held in joint ownership by Lynne Portnoy and Gilbert Portnoy, as a
result of exercising investment and voting discretion over such Shares in accordance with the
agreement among Lynne Portnoy, Gilbert Portnoy and David I. Portnoy described in the paragraph
above. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in Form
10-KSB, this represents beneficial ownership of approximately 0.1% of Shares outstanding. Lynne
Portnoy has not purchased or sold Shares within the last two years.
12
Gilbert Portnoy has an interest in the election of directors at the Annual Meeting (i) through
the beneficial ownership of 143 Shares held in his name and 3,000 Shares held in joint ownership
with Lynne Portnoy, as described in the Fourth Filing Amendment, incorporated herein by reference
thereto; (ii) pursuant to a verbal agreement with David I. Portnoy and Lynne Portnoy, the terms of
which were disclosed in Item 6 to the Third Filing Amendment, incorporated herein by reference
thereto, pursuant to which David I. Portnoy is authorized to make investment and voting decisions
relating to the Shares owned by Lynne Portnoy and Gilbert Portnoy, although Lynne Portnoy and
Gilbert Portnoy retain their right to withdraw their assets from this agreement; and (iii) pursuant
to being the father of David I. Portnoy and Mark L. Portnoy.
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, David I. Portnoy may be deemed the beneficial owner of the 143 Shares held by Gilbert
Portnoy and of the 3,000 Shares held in joint ownership by Lynne Portnoy and Gilbert Portnoy, as a
result of exercising investment and voting discretion over such Shares in accordance with the
agreement among Lynne Portnoy, Gilbert Portnoy and David I. Portnoy described in the paragraph
above. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in Form
10-KSB, this represents beneficial ownership of approximately 0.0% of Shares outstanding. Gilbert
Portnoy has not purchased or sold Shares within the last two years.
Capital Asset Fund Limited Partnership has an interest in the election of directors at the
Annual Meeting (i) through the beneficial ownership of 35,000 Shares held in its name, as described
in the Fourth Filing Amendment, incorporated herein by reference thereto, and (ii) pursuant to the
following agreements: (A) the Fee Sharing Agreement, pursuant to which Capital Asset Fund Limited
Partnership and certain other Reporting Persons in the Third Filing Amendment verbally agreed to
share legal and other fees currently incurred or to be incurred in connection with the activities
described in Item 4 of the Third Filing Amendment, incorporated herein by reference thereto, which
activities include a shareholder proposal to the Issuer recommending the adoption of substantially
equivalent provisions to those set forth in the SEC’s Proposed Rule 14a-11 and the possible
nomination of the Slate; and (B) the Voting Agreement, pursuant to which Capital Asset Fund Limited
Partnership and certain other Reporting Persons in the Fourth Filing Amendment, incorporated herein
by reference thereto, verbally agreed to vote all of each Reporting Person’s Shares for the
election of the Slate as directors of the Issuer at the Annual Meeting.
As described in Item 5 of the Fourth Filing Amendment, incorporated herein by reference
thereto, Mark L. Portnoy may be deemed the beneficial owner of 35,000 Shares held by Capital Asset
Fund Limited Partnership as a result of being Capital Asset Fund Limited Partnership’s general
partner. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in Form
10-KSB, this represents beneficial ownership of approximately 0.3% of Shares outstanding.
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Capital Asset Fund Limited Partnership within the past two years, and the
number of Shares in each such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
September 1, 2006
|
|
|
|
2,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
December 29, 2005
|
|
|
|
2,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
December 12, 2005
|
|
|
|
1,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
December 9, 2005
|
|
|
|
1,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
October 4, 2005
|
|
|
|
2,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
October 4, 2005
|
|
|
|
1,000 |
|
|
| |
13
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
October 4, 2005
|
|
|
|
1,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
August 4, 2005
|
|
|
|
1,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
June 23, 2005
|
|
|
|
1,000 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
May 9, 2005
|
|
|
|
600 |
|
|
| |
Capital Asset Fund
Limited Partnership
|
|
|
May 3, 2005
|
|
|
|
400 |
|
|
| |
George Gaines has an interest in the election of directors at the Annual Meeting (i) through
the beneficial ownership of 200,000 Shares held in his name, as described in the Fourth Filing
Amendment, incorporated herein by reference thereto, and (ii) pursuant to the following agreements:
(A) the Fee Sharing Agreement, pursuant to which George Gaines and certain other Reporting Persons
in the Third Filing Amendment verbally agreed to share legal and other fees currently incurred or
to be incurred in connection with the activities described in Item 4 of the Third Filing Amendment,
incorporated herein by reference thereto, which activities include a shareholder proposal to the
Issuer recommending the adoption of substantially equivalent provisions to those set forth in the
SEC’s Proposed Rule 14a-11 and the possible nomination of the Slate; and (B) the Voting Agreement,
pursuant to which George Gaines and certain other Reporting Persons in the Fourth Filing Amendment,
incorporated herein by reference thereto, verbally agreed to vote all of each Reporting Person’s
Shares for the election of the Slate as directors of the Issuer at the Annual Meeting.
Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in Form 10-KSB,
George Gaines beneficially owns approximately 1.7% of Shares outstanding. The following table
indicates the date of each purchase and sale of Shares that may be beneficially owned by George
Gaines within the past two years, and the number of Shares in each such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
George Gaines
|
|
|
August 7, 2006
|
|
|
|
3,200 |
|
|
| |
George Gaines
|
|
|
August 7, 2006
|
|
|
|
2,315 |
|
|
| |
George Gaines
|
|
|
August 7, 2006
|
|
|
|
2,185 |
|
|
| |
George Gaines
|
|
|
August 7, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
August 7, 2006
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
August 4, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
August 4, 2006
|
|
|
|
2,500 |
|
|
| |
George Gaines
|
|
|
August 3, 2006
|
|
|
|
2,350 |
|
|
| |
George Gaines
|
|
|
August 1, 2006
|
|
|
|
750 |
|
|
| |
George Gaines
|
|
|
July 31, 2006
|
|
|
|
1,300 |
|
|
| |
George Gaines
|
|
|
July 28, 2006
|
|
|
|
2,600 |
|
|
| |
George Gaines
|
|
|
July 27, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
July 25, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
July 25, 2006
|
|
|
|
2,050 |
|
|
| |
George Gaines
|
|
|
July 25, 2006
|
|
|
|
150 |
|
|
| |
George Gaines
|
|
|
July 24, 2006
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
July 21, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
14
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
July 20, 2006
|
|
|
|
200 |
|
|
| |
George Gaines
|
|
|
July 19, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
July 19, 2006
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
May 8, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
May 5, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
May 5, 2006
|
|
|
|
1,700 |
|
|
| |
George Gaines
|
|
|
May 5, 2006
|
|
|
|
1,300 |
|
|
| |
George Gaines
|
|
|
May 4, 2006
|
|
|
|
2,500 |
|
|
| |
George Gaines
|
|
|
May 3, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
May 3, 2006
|
|
|
|
500 |
|
|
| |
George Gaines
|
|
|
May 2, 2006
|
|
|
|
1,800 |
|
|
| |
George Gaines
|
|
|
April 27, 2006
|
|
|
|
700 |
|
|
| |
George Gaines
|
|
|
April 26, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
April 26, 2006
|
|
|
|
2,500 |
|
|
| |
George Gaines
|
|
|
April 24, 2006
|
|
|
|
2,300 |
|
|
| |
George Gaines
|
|
|
April 24, 2006
|
|
|
|
200 |
|
|
| |
George Gaines
|
|
|
April 21, 2006
|
|
|
|
2,300 |
|
|
| |
George Gaines
|
|
|
April 21, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
April 21, 2006
|
|
|
|
1,500 |
|
|
| |
George Gaines
|
|
|
April 21, 2006
|
|
|
|
1,375 |
|
|
| |
George Gaines
|
|
|
April 21, 2006
|
|
|
|
825 |
|
|
| |
George Gaines
|
|
|
April 21, 2006
|
|
|
|
700 |
|
|
| |
George Gaines
|
|
|
April 19, 2006
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
1,200 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
1,200 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
April 18, 2006
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
December 5, 2005
|
|
|
|
2,700 |
|
|
| |
George Gaines
|
|
|
December 5, 2005
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
December 2, 2005
|
|
|
|
4,000 |
|
|
| |
George Gaines
|
|
|
December 2, 2005
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
December 2, 2005
|
|
|
|
300 |
|
|
| |
George Gaines
|
|
|
December 1, 2005
|
|
|
|
1,800 |
|
|
| |
George Gaines
|
|
|
December 1, 2005
|
|
|
|
1,100 |
|
|
| |
George Gaines
|
|
|
November 30, 2005
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
November 30, 2005
|
|
|
|
1,800 |
|
|
| |
George Gaines
|
|
|
November 30, 2005
|
|
|
|
1,300 |
|
|
| |
George Gaines
|
|
|
November 30, 2005
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
November 30, 2005
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
November 30, 2005
|
|
|
|
400 |
|
|
| |
George Gaines
|
|
|
November 29, 2005
|
|
|
|
3,000 |
|
|
| |
15
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
George Gaines
|
|
|
November 29, 2005
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
November 29, 2005
|
|
|
|
1,700 |
|
|
| |
George Gaines
|
|
|
November 29, 2005
|
|
|
|
1,300 |
|
|
| |
George Gaines
|
|
|
November 28, 2005
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
November 28, 2005
|
|
|
|
2,000 |
|
|
| |
George Gaines
|
|
|
November 28, 2005
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
November 23, 2005
|
|
|
|
4,000 |
|
|
| |
George Gaines
|
|
|
November 22, 2005
|
|
|
|
5,000 |
|
|
| |
George Gaines
|
|
|
November 17, 2005
|
|
|
|
4,400 |
|
|
| |
George Gaines
|
|
|
November 17, 2005
|
|
|
|
3,000 |
|
|
| |
George Gaines
|
|
|
November 17, 2005
|
|
|
|
2,300 |
|
|
| |
George Gaines
|
|
|
November 17, 2005
|
|
|
|
2,200 |
|
|
| |
George Gaines
|
|
|
November 17, 2005
|
|
|
|
300 |
|
|
| |
George Gaines
|
|
|
November 17, 2005
|
|
|
|
200 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
9,500 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
5,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
5,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
4,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
2,400 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,700 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,500 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,300 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,300 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
1,000 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
800 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
700 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
700 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
500 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
500 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
500 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
300 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
300 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
300 |
|
|
| |
George Gaines
|
|
|
November 16, 2005
|
|
|
|
300 |
|
|
| |
Steven Berkowitz has an interest in the election of directors at the Annual Meeting (i)
through the beneficial ownership of 114,000 Shares held in his name, as described in the Fourth
Filing Amendment, incorporated herein by reference thereto, and (ii) pursuant to the following
agreements: (A) the Fee Sharing Agreement, pursuant to which Steven Berkowitz and certain other
Reporting Persons in the Third Filing Amendment verbally agreed to share legal and other fees
currently incurred or to be incurred in connection with the activities described in Item 4 of the
Third Filing Amendment, incorporated herein by reference thereto, which activities include a
shareholder proposal to the Issuer recommending the adoption of substantially equivalent provisions
to those set forth in the SEC’s Proposed Rule 14a-11 and the possible nomination of the Slate; and
(B) the Voting Agreement, pursuant to which Steven Berkowitz and certain other Reporting Persons in
the Fourth Filing Amendment, incorporated herein by reference thereto, verbally agreed to vote all
of each Reporting Person’s Shares for the election of the Slate as directors of the Issuer at the
Annual Meeting.
16
Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in Form 10-KSB,
Steven Berkowitz beneficially owns approximately 0.9% of Shares outstanding. The following table
indicates the date of each purchase and sale of Shares that may be beneficially owned by Steven
Berkowitz within the past two years, and the number of Shares in each such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Steven Berkowitz
|
|
|
February 12, 2007
|
|
|
|
1,000 |
|
|
| |
Steven Berkowitz
|
|
|
February 8, 2007
|
|
|
|
1,000 |
|
|
| |
Steven Berkowitz
|
|
|
February 8, 2007
|
|
|
|
12,000 |
|
|
| |
Steven Berkowitz
|
|
|
November 13, 2006
|
|
|
|
3,500 |
|
|
| |
Steven Berkowitz
|
|
|
November 3, 2006
|
|
|
|
96,500 |
|
|
| |
17
EXHIBIT 2
March 26, 2007
VIA FEDERAL EXPRESS AND
FACSIMILE TRANSMISSION
Cryo-Cell International, Inc.
700 Brooker Creek Blvd., Suite 1800
Oldsmar, Florida 34677
Attention: Corporate Secretary
|
|
|
| Re: |
|
Stockholder’s Notice for Nomination of Person for
Election as Director of Cryo-Cell International, Inc.
(“CCII”) |
Ladies and Gentlemen:
PartnerCommunity, Inc., a Delaware corporation (the “Record Holder”), hereby submits
this notice (this “Notice”) on the date hereof pursuant to the requirements (the “Bylaw
Requirements”) set forth in Article II, Section 10 of the Amended and Restated Bylaws of CCII,
attached as Exhibit 3.1 to the Form 8-K filed by CCII with the Securities and Exchange Commission
(the “SEC”), on December 18, 2006 (the “Bylaws”), for the nomination of the Slate
(as defined below) for election as directors of CCII at the 2007 annual meeting of stockholders of
CCII (the “Annual Meeting”).
As of the date of this Notice, the Record Holder represents that it is the record owner of
90,787 shares of Common Stock, par value $0.01 per share, of CCII (the “Shares”) and that
it is entitled to vote at the Annual Meeting. Please note that David I. Portnoy may be deemed the
beneficial owner of the Record Holder’s Shares as the chairman of the Record Holder’s board of
directors and secretary and as the managing member of Mayim Management, LLC, which may exercise
investment and voting discretion over the Record Holder’s Shares under the Investment Advisory
Agreement (as defined below), pursuant to the information provided in Annex A. The address of the
Record Holder is 901 Yamato Road, Suite 115, Boca Raton, Florida 33431. Please note that the Record
Holder’s stock certificate was issued in the name of PARTNER COMMUNITY, INC. and that the address
set forth on such stock certificate is 61 Harbour Way, Bal Harbour, Florida 33154-1362.
The Record Holder hereby represents that it intends to appear in person or by proxy at the
Annual Meeting to nominate for election as directors of CCII the following persons (each, a
“Nominee” and collectively, the “Slate”):
David I. Portnoy
Mark L. Portnoy
Craig E. Fleishman, M.D.
Harold D. Berger
Scott D. Martin
The Record Holder hereby further represents that it intends to solicit proxies in support of
its nomination of the Slate by directly or indirectly delivering a proxy statement and form of
proxy to holders of at least the percentage of Shares required to elect the Slate.
As of the date hereof, based on information contained in the Bylaws, CCII’s website and CCII’s
Form 10-KSB, filed with the SEC on February 28, 2007 (“Form 10-KSB”), the current Board of
Directors of CCII (the “Board”) consists of 5 directors and pursuant to CCII’s Amended and
Restated Certificate of Incorporation, as executed on July 10, 2000, filed by CCII with the SEC on
July 19, 2002 as Exhibit 3.1 to CCII’s Form 10-QSB and the Bylaws, the number of directors shall
consist of such number as from time to time shall be fixed by the Board. Based on the size of the
Board during 2006, the Record Holder is assuming that 5 directors are to be elected at the
18
Annual Meeting. If, for any reason, more than 5 directors are to be elected at the Annual
Meeting, the Record Holder reserves the right to nominate additional persons to be so elected
(each, an “Additional Nominee”). Additionally, if, for any reason, any Nominee or
Additional Nominee is unable to stand for election at the Annual Meeting, the Record Holder intends
to nominate a person in the place of such Nominee or Additional Nominee (a “Substitute”).
Finally, if fewer than 5 directors are to be elected at the Annual Meeting, the Record Holder will
designate which of the Nominees will be placed in nomination. In any of those events, the Record
Holder at the earliest practicable time will give notice to CCII of any Additional Nominee, the
Substitute or the Nominees who will be placed in nomination.
Pursuant to the Bylaw Requirements: (i) certain information relating to the Record Holder is
set forth in the body of this Notice and Annex A; (ii) certain information relating to each Nominee
is set forth in the body of this Notice and Annex A; and (iii) the written consent of each Nominee
to being named in the proxy statement as a nominee and to serving as a director of CCII, if
elected, is attached as Annex B.
The Record Holder and other stockholders (each, a “Reporting Person”) filed on January
25, 2005 a Schedule 13D under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with the SEC relating to CCII (the “Filing”). The first amendment to the Filing
was filed with the SEC on February 2, 2006 (the “First Filing Amendment”). The second
amendment to the Filing was filed with the SEC on June 26, 2006 (the “Second Filing
Amendment”). The third amendment to the Filing was filed with the SEC on February 1, 2007 (the
“Third Filing Amendment”). The fourth amendment to the Filing was filed with the SEC on
March 26, 2007 (the “Fourth Filing Amendment” and collectively with the Filing, the First
Filing Amendment, the Second Filing Amendment and the Third Filing Amendment, the “13D
Filings”).
The 13D Filings, all attachments thereto and all future amendments thereto, are hereby
incorporated into and made a part of this Notice (but only to the extent that the information
disclosed therein constitutes information regarding the Record Holder or each Nominee that is
required to be set forth in this Notice pursuant to Bylaw Requirements). Accordingly, all such
matters disclosed in any part of the 13D Filings, including all attachments thereto, should be
deemed disclosed for all purposes of this Notice.
The Fourth Filing Amendment, a copy of which was previously delivered to CCII pursuant to Rule
13d-7 under the Exchange Act, is available at no charge at the SEC’s website at http://www.sec.gov.
If CCII requests additional copies of the Fourth Filing Amendment, the Record Holder will provide
them.
The Record Holder and each Nominee have an interest in the election of directors at the Annual
Meeting: (i) through the beneficial ownership (if any) of Shares, as described on the applicable
attachment to Annex A and (ii) pursuant to certain agreements or relationships disclosed within
this Notice and in the 13D Filings incorporated herein by reference, which include, if applicable
to such Record Holder or Nominee: (A) a verbal agreement dated January 18, 2007 among the Record
Holder, David I. Portnoy, Mark L. Portnoy, Scott D. Martin and certain other Reporting Persons, as
described in the Third Filing Amendment, pursuant to which the parties agree to share legal and
other fees currently incurred or to be incurred in connection with the activities described in Item
4 of such Third Filing Amendment, incorporated herein by reference thereto, which activities
include a shareholder proposal to CCII recommending the adoption of substantially equivalent
provisions to those set forth in the SEC’s Proposed Rule 14a-11 and the possible nomination of the
Slate (the “Fee Sharing Agreement”); (B) a verbal agreement among the Record Holder, David
I. Portnoy, Mark L. Portnoy, Scott D. Martin and certain other Reporting Persons in the Fourth
Filing Amendment, incorporated herein by reference thereto, pursuant to which the parties agree to
vote all of each Reporting Person’s Shares for the election of the Slate as directors of CCII at
the Annual Meeting (the “Voting Agreement”); (C) a verbal agreement among each Nominee,
with the exception of Harold D. Berger who is not a CCII stockholder (each, a “Stockholder
Nominee”), pursuant to which the parties agree to vote all of each Stockholder Nominee’s Shares
for the election of the Slate as directors of CCII at the Annual Meeting (the “Stockholder
Nominee Voting Agreement”); (D) an accounting relationship where Harold D. Berger provides
accounting services to Mark L. Portnoy and to Capital Asset Fund Limited Partnership, a Delaware
limited partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its general
partner, on a regular basis and receives customary fees for such accounting services (the
“Accounting Services Relationship”), which are currently expected to continue; and (E) an
agreement between the Record Holder and Mayim Management, LLC, a Delaware limited liability company
whose owner and managing member is David I. Portnoy, as described in Item 6 of the Fourth Filing
Amendment, incorporated herein by reference thereto, pursuant to which Mayim Management,
19
LLC, is authorized to make investment and voting decisions relating to certain securities
investments made by the Record Holder, which include the Shares held by the Record Holder (the
“Investment Advisory Agreement”).
With respect to each Nominee, other than as disclosed in this Notice and in the 13D Filings
incorporated herein by reference, (i) such Nominee is not, nor was within the past year, a party to
any contract, arrangement or understanding with any person with respect to any securities of CCII,
including, but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits, or the giving or
withholding of proxies; and (ii) neither such Nominee nor any of such Nominee’s associates have any
arrangement or understanding with any person with respect to (A) any future employment by CCII or
its affiliates or (B) any future transactions to which CCII or any of its affiliates will or may be
a party.
With respect to each Nominee, such Nominee is independent under the independence standards
applicable to CCII under paragraph (a)(1) of Item 407 of Regulation S-K.
The Annexes and all attachments thereto are hereby incorporated into and made a part of this
Notice. Accordingly, all matters disclosed in any part of this Notice, including the Annexes and
all attachments thereto should be deemed disclosed for all purposes of this Notice. All upper case
terms appearing in the Annexes and all attachments thereto that are not defined in such Annexes and
attachments shall have the meanings given in the body of this Notice or the Annexes, as applicable.
Information is set forth herein as of the date hereof and neither the delivery of this Notice
in accordance with the Bylaw Requirements nor any delivery by the Record Holder of additional
information to CCII from and after the date hereof shall be deemed to constitute an admission by
the Record Holder or any of its respective affiliates that such delivery is required or that each
and every item of information is required by the Bylaws or as to the legality or enforceability of
the Bylaws or any other matter, or a waiver by the Record Holder or any of its respective
affiliates of their right to contest or challenge, in any way, the validity or enforceability of
the Bylaws or any other matter (including actions taken by the Board in anticipation of or
following receipt of this Notice).
[Signature page follows]
20
Very truly yours,
| |
|
|
|
|
| |
PartnerCommunity, Inc.
|
|
| |
By: |
/s/ David I. Portnoy
|
|
| |
|
David I. Portnoy |
|
| |
|
Chairman of the Board |
|
21
ANNEX A
Certain information about the Record Holder and each Nominee is set forth in the attachments to
this Annex A.
22
ANNEX A
ATTACHMENT 1
INFORMATION ABOUT THE RECORD HOLDER PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
| |
|
|
NAME: |
|
PartnerCommunity, Inc. |
BUSINESS ADDRESS: |
|
901 Yamato Road, Suite 115 |
|
|
Boca Raton, Florida 33431 |
PRINCIPAL BUSINESS: |
|
See below |
PartnerCommunity, Inc., a Delaware corporation (the “Record Holder”), has an interest
in the election of directors at the Annual Meeting pursuant to the Fee Sharing Agreement, Voting
Agreement, Investment Advisory Agreement and its beneficial ownership of securities, as described
below.
The Record Holder’s principal business is providing software and hardware integration
solutions to telecommunication companies. David I. Portnoy may be deemed the beneficial owner of
the Record Holder’s Shares as the chairman of the board and secretary of the Record Holder and as
the managing member of Mayim Management, LLC, which may exercise investment and voting discretion
over the Record Holder’s Shares under the Investment Advisory Agreement. Furthermore, Mark L.
Portnoy is a director and stockholder of the Record Holder and
Harold D. Berger is also a stockholder of the Record Holder.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
The Record Holder may be deemed the beneficial owner of the 90,787 Shares held in its
name. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in Form 10-KSB,
this represents beneficial ownership of approximately 0.7% of Shares outstanding.
David I. Portnoy may be deemed the beneficial owner of the 90,787 Shares held by the Record
Holder, as the chairman of the board and secretary of the Record Holder and as the managing member
of Mayim Management, LLC, which may exercise investment and voting discretion over the Record
Holder’s Shares under the Investment Advisory Agreement.
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by the Record Holder within the past two years, and the number of Shares in each
such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 30, 2006
|
|
|
|
(6,213 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 22, 2006
|
|
|
|
(6,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 21, 2006
|
|
|
|
(5,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 16, 2006
|
|
|
|
9,500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
June 16, 2006
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
June 15, 2006
|
|
|
|
(3,983 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(10,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(3,600 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 31, 2006
|
|
|
|
(10,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 31, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 30, 2006
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 23, 2006
|
|
|
|
(25,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 23, 2006
|
|
|
|
(7,500 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
20,000 |
|
|
| |
23
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
10,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
4,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(11,324 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(1,500 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(1,357 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 9, 2006
|
|
|
|
(2,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 13, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 8, 2006
|
|
|
|
1,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(2,836 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(500 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
February 27, 2006
|
|
|
|
4,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 27, 2006
|
|
|
|
4,500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 26, 2006
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 24, 2006
|
|
|
|
3,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 24, 2006
|
|
|
|
1,500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 23, 2006
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
January 5, 2006
|
|
|
|
10,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
December 29, 2005
|
|
|
|
3,600 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
December 13, 2005
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
November 14, 2005
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
September 28, 2005
|
|
|
|
2,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
August 25, 2005
|
|
|
|
(1,800 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
July 21, 2005
|
|
|
|
(3,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
July 15, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
July 12, 2005
|
|
|
|
1,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
July 7, 2005
|
|
|
|
1,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
June 28, 2005
|
|
|
|
(300 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 27, 2005
|
|
|
|
(1,900 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
June 21, 2005
|
|
|
|
5,000 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
May 27, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(940 |
) |
|
| |
PartnerCommunity, Inc.
|
|
|
April 4, 2005
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
March 29, 2005
|
|
|
|
500 |
|
|
| |
PartnerCommunity, Inc.
|
|
|
March 21, 2005
|
|
|
|
655 |
|
|
| |
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, the Record Holder is a party to the Fee Sharing Agreement pursuant to
which the Record Holder and certain other Reporting Persons in the Third Filing Amendment verbally
agreed to share legal and other fees currently incurred or to be incurred in connection with the
activities described in Item 4 of the Third Filing Amendment, incorporated herein by reference
thereto, which activities include a shareholder proposal to CCII
24
recommending the adoption of substantially equivalent provisions to those set forth in the
SEC’s Proposed Rule 14a-11 and the possible nomination of the Slate.
As described above, the Record Holder is a party to the Voting Agreement pursuant to which the
Record Holder and certain other Reporting Persons in the Fourth Filing Amendment, incorporated
herein by reference thereto, verbally agreed to vote all of each Reporting Person’s Shares for the
election of the Slate as directors of CCII at the Annual Meeting.
As described above, the Record Holder is a party to the Investment Advisory Agreement,
incorporated herein by reference thereto, pursuant to which Mayim Management, LLC, may exercise
investment and voting discretion over the Record Holder’s Shares.
25
ANNEX A
ATTACHMENT 2
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
| |
|
|
NAME: |
|
David I. Portnoy |
AGE: |
|
44 |
BUSINESS ADDRESS: |
|
52 Camden Drive |
|
|
Bal Harbour, FL 33154 |
RESIDENCE ADDRESS: |
|
52 Camden Drive |
|
|
Bal Harbour, FL 33154 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
David I. Portnoy has an interest in the election of directors at the Annual Meeting pursuant
to the Fee Sharing Agreement, Voting Agreement, the Stockholder Nominee Voting Agreement, the
Investment Advisory Agreement and his beneficial ownership of securities, as described below.
David I. Portnoy is the chairman of the board and secretary of the Record Holder and may be deemed
the beneficial owner of the Shares held by the Record Holder, as described below. David I. Portnoy
is the brother of Nominee, Mark L. Portnoy. Furthermore, David I. Portnoy is the son of Gilbert
Portnoy and Marilyn Goldsmith and the stepson of Lynne Portnoy and Sidney Goldsmith, current
stockholders of CCII. As described in the Fourth Filing Amendment, incorporated herein by reference
thereto, Lynne Portnoy may be deemed the beneficial owner of the 16,150 Shares held in her name and
of the 3,000 Shares held in joint ownership with Gilbert Portnoy and Gilbert Portnoy may be deemed
the beneficial owner of the 143 Shares held in his name and of the 3,000 Shares held in joint
ownership with Lynne Portnoy. Marilyn Goldsmith may be deemed the beneficial owner of 1,158 Shares
held in her name and of 4,362 Shares held in joint ownership with Sidney Goldsmith. Sidney
Goldsmith may be deemed the beneficial owner of 4,362 Shares held in joint ownership with Marilyn
Goldsmith.
David I. Portnoy is President of Focus Financial Corp., a private investment banking and
venture capital firm that was formed in 1988. He also serves as President of Visual Investment
Corp., a private investment firm. Mr. Portnoy has experience in venture capital investments,
including two investments that subsequently went public, Daleen Technologies Inc. and Caribbean
Cigar Company. Currently, Mr. Portnoy serves as Chairman of the Board of the Record Holder, a
company providing software and hardware integration solutions to telecommunication companies,
including AT&T and Verizon. He is also Chairman of the Board of uTIPu Inc., a private Internet
based business, and Director of the Advisory Board of Waves Ltd., an audio technology company based
in Israel. Mr. Portnoy has also served on the Board of Directors of The Shul of Bal Harbour. Mr.
Portnoy graduated Magna Cum Laude in 1984 from The Wharton School of Finance at the University of
Pennsylvania where he earned a Bachelor of Science Degree in Economics with a joint major in
finance and accounting.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
David I. Portnoy may be deemed the beneficial owner of 734,546 Shares, which number
includes (i) 170,585 Shares held directly by David I. Portnoy, as to which he has the sole power to
vote and dispose or direct the disposition; (ii) 53,850 Shares held by Visual Investment Corp., as
to which David I. Portnoy may be deemed the beneficial owner as the sole officer and director of
Visual Investment Corp.; (iii) 90,787 Shares held by the Record Holder, as to which David I.
Portnoy may be deemed the beneficial owner as chairman of the board and secretary and as managing
member of Mayim Management, LLC, which may exercise investment and voting discretion over such
Shares in accordance with the Investment Advisory Agreement; (iv) 174,430 Shares held by Jamie H.
Zidell, as to which David I. Portnoy may be deemed the beneficial owner as a result of exercising
investment (but not voting) discretion over such Shares in accordance with the agreements between
David I. Portnoy and Jamie H. Zidell described below; (v) 106,521 Shares held byMayim Investment
Limited Partnership, as to which David I. Portnoy may be deemed the beneficial owner as the
managing member and owner of Mayim Management, LLC, which is the general partner of Mayim
Management Limited Partnership, which is the general partner ofMayim Investment Limited
Partnership; (vi) 119,080 Shares held by David Ruttenberg, as to which David I. Portnoy may be
deemed
26
the beneficial owner as a result of exercising investment (but not voting) discretion over
such Shares in accordance with the agreement between David I. Portnoy and David Ruttenberg
described below; (vii) 16,150 Shares held by Lynne Portnoy and 3,000 Shares held jointly by Lynne
Portnoy and Gilbert Portnoy, as to which David I. Portnoy may be deemed the beneficial owner as a
result of exercising investment and voting discretion over such Shares in accordance with the
agreement between Lynne Portnoy, Gilbert Portnoy and David I. Portnoy described below; and (viii)
143 Shares held by Gilbert Portnoy and 3,000 Shares held jointly by Gilbert Portnoy and Lynne
Portnoy, as to which David I. Portnoy may be deemed the beneficial owner as a result of exercising
investment and voting discretion over such Shares in accordance with the agreement between Gilbert
Portnoy, Lynne Portnoy and David I. Portnoy described below. Based upon 11,624,629 Shares
outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately 6.3% of Shares outstanding.
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by David I. Portnoy within the past two years, and the number of Shares in each
such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
David I. Portnoy
|
|
|
March 6, 2007
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 5, 2007
|
|
|
|
(1,300 |
) |
|
| |
David I. Portnoy
|
|
|
December 14, 2006
|
|
|
|
(800 |
) |
|
| |
David I. Portnoy
|
|
|
November 3, 2006
|
|
|
|
(4,700 |
) |
|
| |
David I. Portnoy
|
|
|
November 3, 2006
|
|
|
|
(300 |
) |
|
| |
David I. Portnoy
|
|
|
October 24, 2006
|
|
|
|
(2,179 |
) |
|
| |
David I. Portnoy
|
|
|
October 16, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
September 21, 2006
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
September 21, 2006
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
September 14, 2006
|
|
|
|
336 |
|
|
| |
David I. Portnoy
|
|
|
September 14, 2006
|
|
|
|
317 |
|
|
| |
David I. Portnoy
|
|
|
September 7, 2006
|
|
|
|
(300 |
) |
|
| |
David I. Portnoy
|
|
|
September 7, 2006
|
|
|
|
(3,300 |
) |
|
| |
David I. Portnoy
|
|
|
September 7, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
August 14, 2006
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
August 14, 2006
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
August 11, 2006
|
|
|
|
125 |
|
|
| |
David I. Portnoy
|
|
|
August 8, 2006
|
|
|
|
(800 |
) |
|
| |
David I. Portnoy
|
|
|
July 31, 2006
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(3,500 |
) |
|
| |
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(3,500 |
) |
|
| |
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 31, 2006
|
|
|
|
(5,161 |
) |
|
| |
David I. Portnoy
|
|
|
May 22, 2006
|
|
|
|
(4,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 22, 2006
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 22, 2006
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(10,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(3,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 15, 2006
|
|
|
|
10,000 |
|
|
| |
David I. Portnoy
|
|
|
May 15, 2006
|
|
|
|
6,200 |
|
|
| |
27
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
David I. Portnoy
|
|
|
May 8, 2006
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
April 28, 2006
|
|
|
|
(813 |
) |
|
| |
David I. Portnoy
|
|
|
April 28, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
April 11, 2006
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(10,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(5,500 |
) |
|
| |
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(4,500 |
) |
|
| |
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(4,426 |
) |
|
| |
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(3,100 |
) |
|
| |
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 8, 2006
|
|
|
|
(4,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 8, 2006
|
|
|
|
(1,300 |
) |
|
| |
David I. Portnoy
|
|
|
March 8, 2006
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 7, 2006
|
|
|
|
(700 |
) |
|
| |
David I. Portnoy
|
|
|
March 3, 2006
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 3, 2006
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 2, 2006
|
|
|
|
(3,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 2, 2006
|
|
|
|
(2,375 |
) |
|
| |
David I. Portnoy
|
|
|
March 1, 2006
|
|
|
|
(1,500 |
) |
|
| |
David I. Portnoy
|
|
|
March 1, 2006
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
March 1, 2006
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
10,000 |
|
|
| |
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(2,500 |
) |
|
| |
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
February 24, 2006
|
|
|
|
(4,300 |
) |
|
| |
David I. Portnoy
|
|
|
February 24, 2006
|
|
|
|
(3,000 |
) |
|
| |
David I. Portnoy
|
|
|
February 14, 2006
|
|
|
|
(2,336 |
) |
|
| |
David I. Portnoy
|
|
|
January 19, 2006
|
|
|
|
(3,600 |
) |
|
| |
David I. Portnoy
|
|
|
January 13, 2006
|
|
|
|
2,600 |
|
|
| |
David I. Portnoy
|
|
|
January 12, 2006
|
|
|
|
2,600 |
|
|
| |
David I. Portnoy
|
|
|
January 12, 2006
|
|
|
|
1,118 |
|
|
| |
David I. Portnoy
|
|
|
January 4, 2006
|
|
|
|
4,500 |
|
|
| |
David I. Portnoy
|
|
|
December 30, 2005
|
|
|
|
500 |
|
|
| |
David I. Portnoy
|
|
|
December 29, 2005
|
|
|
|
5,000 |
|
|
| |
David I. Portnoy
|
|
|
December 16, 2005
|
|
|
|
5,000 |
|
|
| |
David I. Portnoy
|
|
|
December 13, 2005
|
|
|
|
5,000 |
|
|
| |
David I. Portnoy
|
|
|
December 12, 2005
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
December 8, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
December 7, 2005
|
|
|
|
1,500 |
|
|
| |
David I. Portnoy
|
|
|
December 7, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
December 7, 2005
|
|
|
|
500 |
|
|
| |
David I. Portnoy
|
|
|
November 28, 2005
|
|
|
|
5,000 |
|
|
| |
David I. Portnoy
|
|
|
November 17, 2005
|
|
|
|
(4,500 |
) |
|
| |
David I. Portnoy
|
|
|
November 14, 2005
|
|
|
|
3,500 |
|
|
| |
David I. Portnoy
|
|
|
November 14, 2005
|
|
|
|
1,500 |
|
|
| |
David I. Portnoy
|
|
|
November 11, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
4,000 |
|
|
| |
28
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
3,154 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
3,118 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
3,000 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
2,900 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
2,090 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
300 |
|
|
| |
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
2,500 |
|
|
| |
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
2,378 |
|
|
| |
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
1,500 |
|
|
| |
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
1,326 |
|
|
| |
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
400 |
|
|
| |
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
500 |
|
|
| |
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
1,654 |
|
|
| |
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
October 13, 2005
|
|
|
|
572 |
|
|
| |
David I. Portnoy
|
|
|
October 12, 2005
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
October 11, 2005
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
October 7, 2005
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
October 6, 2005
|
|
|
|
3,600 |
|
|
| |
David I. Portnoy
|
|
|
October 6, 2005
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
September 29, 2005
|
|
|
|
5,000 |
|
|
| |
David I. Portnoy
|
|
|
September 29, 2005
|
|
|
|
3,650 |
|
|
| |
David I. Portnoy
|
|
|
September 29, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
September 27, 2005
|
|
|
|
2,008 |
|
|
| |
David I. Portnoy
|
|
|
September 20, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
September 13, 2005
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
September 13, 2005
|
|
|
|
2,000 |
|
|
| |
David I. Portnoy
|
|
|
August 11, 2005
|
|
|
|
(1,428 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(10,000 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(10,000 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(5,000 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(4,500 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(4,500 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
July 8, 2005
|
|
|
|
1,428 |
|
|
| |
David I. Portnoy
|
|
|
June 29, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
June 29, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
June 27, 2005
|
|
|
|
(843 |
) |
|
| |
David I. Portnoy
|
|
|
June 17, 2005
|
|
|
|
650 |
|
|
| |
David I. Portnoy
|
|
|
June 9, 2005
|
|
|
|
1,050 |
|
|
| |
David I. Portnoy
|
|
|
June 6, 2005
|
|
|
|
2,500 |
|
|
| |
David I. Portnoy
|
|
|
June 6, 2005
|
|
|
|
800 |
|
|
| |
David I. Portnoy
|
|
|
June 2, 2005
|
|
|
|
(1,000 |
) |
|
| |
29
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
David I. Portnoy
|
|
|
May 31, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 27, 2005
|
|
|
|
(1,500 |
) |
|
| |
David I. Portnoy
|
|
|
May 27, 2005
|
|
|
|
(500 |
) |
|
| |
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 20, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
May 10, 2005
|
|
|
|
(445 |
) |
|
| |
David I. Portnoy
|
|
|
April 28, 2005
|
|
|
|
(700 |
) |
|
| |
David I. Portnoy
|
|
|
April 28, 2005
|
|
|
|
654 |
|
|
| |
David I. Portnoy
|
|
|
April 27, 2005
|
|
|
|
1,500 |
|
|
| |
David I. Portnoy
|
|
|
April 21, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 14, 2005
|
|
|
|
1,000 |
|
|
| |
David I. Portnoy
|
|
|
April 8, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 8, 2005
|
|
|
|
(2,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 7, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 6, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 5, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 5, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 5, 2005
|
|
|
|
(1,000 |
) |
|
| |
David I. Portnoy
|
|
|
April 1, 2005
|
|
|
|
1,000 |
|
|
| |
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, David I. Portnoy is a party to the Fee Sharing Agreement pursuant to
which David I. Portnoy and certain other Reporting Persons in the Third Filing Amendment verbally
agreed to share legal and other fees currently incurred or to be incurred in connection with the
activities described in Item 4 of the Third Filing Amendment, incorporated herein by reference
thereto, which activities include a shareholder proposal to CCII recommending the adoption of
substantially equivalent provisions to those set forth in the SEC’s Proposed Rule 14a-11 and the
possible nomination of the Slate.
As described above, David I. Portnoy is a party to the Voting Agreement pursuant to which
David I. Portnoy and certain other Reporting Persons in the Fourth Filing Amendment, incorporated
herein by reference thereto, verbally agreed to vote all of each Reporting Person’s Shares for the
election of the Slate as directors of CCII at the Annual Meeting.
As described above, David I. Portnoy is a party to the Stockholder Nominee Voting Agreement,
pursuant to which David I. Portnoy and each other Stockholder Nominee verbally agreed to vote all
of each Stockholder Nominee’s Shares for the election of the Slate as directors of CCII at the
Annual Meeting.
David I. Portnoy is a party to three agreements with Jamie H. Zidell. The first two
agreements were dated October 27, 2004 and December 20, 2004, the terms of which were disclosed in
Item 6 and were included as Exhibits 2 and 3 to the Filing, incorporated herein by reference
thereto. On October 2006, David I. Portnoy and Jamie H. Zidell amended their agreements, the terms
of which were disclosed in Item 6 and were included as Exhibit 3 to the Third Filing Amendment,
incorporated herein by reference thereto. In these three agreements, David I. Portnoy guarantees
any shortfall below a certain amount in Mr. Zidell’s investment accounts in return for the sharing
of profits in such investment accounts.
David I. Portnoy is a party to a verbal agreement with David Ruttenberg, the terms of which
were disclosed in Item 6 to the Second Filing Amendment, incorporated herein by reference thereto,
pursuant to which David
30
Ruttenberg agreed to compensate David I. Portnoy with a percentage of Mr. Ruttenberg’s
profits, if any, from his investment in the Shares. Mr. Portnoy does not direct the voting control
over the Shares owned by Mr. Ruttenberg.
David I. Portnoy is a party to a verbal agreement with Lynne Portnoy and Gilbert Portnoy, the
terms of which were disclosed in Item 6 to the Third Filing Amendment, incorporated herein by
reference thereto, pursuant to which David I. Portnoy is authorized to make investment and voting
decisions relating to the Shares owned by Lynne Portnoy and Gilbert Portnoy, although Lynne Portnoy
and Gilbert Portnoy retain their right to withdraw their assets from the agreement.
31
ANNEX A
ATTACHMENT 3
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
| |
|
|
NAME: |
|
Mark Louis Portnoy |
AGE: |
|
43 |
BUSINESS ADDRESS: |
|
90 Alton Rd., Unit 3307 |
|
|
Miami, Florida 33139 |
RESIDENCE ADDRESS: |
|
90 Alton Rd., Unit 3307 |
|
|
Miami, Florida 33139 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Mark L. Portnoy has an interest in the election of directors at the Annual Meeting pursuant to
the Fee Sharing Agreement, the Voting Agreement, the Stockholder Nominee Voting Agreement, the
Accounting Services Relationship and his beneficial ownership of securities, as described below.
Mark L. Portnoy is a director and stockholder of the Record Holder and the brother of Nominee,
David I. Portnoy. Furthermore, Mark L. Portnoy is the son of Gilbert Portnoy and Marilyn Goldsmith
and the stepson of Lynne Portnoy and Sidney Goldsmith, current stockholders of CCII. As described
in the Fourth Filing Amendment, incorporated herein by reference thereto, Lynne Portnoy may be
deemed the beneficial owner of the 16,150 Shares held in her name and of the 3,000 Shares held in
joint ownership with Gilbert Portnoy and Gilbert Portnoy may be deemed the beneficial owner of the
143 Shares held in his name and of the 3,000 Shares held in joint ownership with Lynne Portnoy.
Marilyn Goldsmith may be deemed the beneficial owner of 1,158 Shares held in her name and of 4,362
Shares held in joint ownership with Sidney Goldsmith. Sidney Goldsmith may be deemed the beneficial
owner of 4,362 Shares held in joint ownership with Marilyn Goldsmith.
Mark L. Portnoy currently serves on the board of directors of the Record Holder, a company
providing software and hardware integration solutions to telecommunication companies, including
AT&T and Verizon. Mr. Portnoy also serves on the board of directors of uTIPu Inc., a private
Internet based business and has been engaged in managing his personal investments since April 1997.
Mr. Portnoy had previously worked at Strome, Susskind Investments from January 1995 to April 1997,
becoming their Chief Fixed Income Trader. Mr. Portnoy’s experience includes negotiating contracts
for N.B.A. players totaling approximately $30 million. From March 1986 to November 1991, Mr.
Portnoy worked on a portfolio ranging from $1 billion to $7 billion in the Fixed Income Arbitrage
Department of Donaldson, Lufkin and Jenrette Securities Corp. Mr. Portnoy graduated Phi Beta Kappa
from the University of North Carolina at Chapel Hill with a degree in Economics in December 1985.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Mark L. Portnoy may be deemed the beneficial owner of 152,515 Shares, which number
includes (i) 117,515 Shares held in his name, as to which he has the sole power to vote and dispose
or direct the disposition and (ii) 35,000 Shares held by Capital Asset Fund Limited Partnership, a
Delaware limited partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its
general partner. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in
Form 10-KSB, this represents beneficial ownership of approximately 1.3% of Shares outstanding.
32
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Mark L. Portnoy within the past two years, and the number of Shares in each
such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Mark L. Portnoy
|
|
|
September 12, 2006
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
September 1, 2006
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
June 23, 2006
|
|
|
|
500 |
|
|
| |
Mark L. Portnoy
|
|
|
April 24, 2006
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
December 12, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
December 9, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
December 6, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
December 6, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
November 15, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
November 15, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
October 4, 2005
|
|
|
|
2,000 |
|
|
| |
Mark L. Portnoy
|
|
|
October 4, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
October 4, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
June 22, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
June 7, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
May 23, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
May 10, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
April 15, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
March 30, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
March 29, 2005
|
|
|
|
1,000 |
|
|
| |
Mark L. Portnoy
|
|
|
March 28, 2005
|
|
|
|
400 |
|
|
| |
Mark L. Portnoy
|
|
|
March 23, 2005
|
|
|
|
1,000 |
|
|
| |
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Mark L. Portnoy is a party to the Fee Sharing Agreement pursuant to
which Mark L. Portnoy and certain other Reporting Persons in the Third Filing Amendment verbally
agreed to share legal and other fees currently incurred or to be incurred in connection with the
activities described in Item 4 of the Third Filing Amendment, incorporated herein by reference
thereto, which activities include a shareholder proposal to CCII recommending the adoption of
substantially equivalent provisions to those set forth in the SEC’s Proposed Rule 14a-11 and the
possible nomination of the Slate.
As described above, Mark L. Portnoy is a party to the Voting Agreement pursuant to which Mark
L. Portnoy and certain other Reporting Persons in the Fourth Filing Amendment, incorporated herein
by reference thereto, verbally agreed to vote all of each Reporting Person’s Shares for the
election of the Slate as directors of CCII at the Annual Meeting.
As described above, Mark L. Portnoy is a party to the Stockholder Nominee Voting Agreement,
pursuant to which Mark L. Portnoy and each other Stockholder Nominee verbally agreed to vote all of
each Stockholder Nominee’s Shares for the election of the Slate as directors of CCII at the Annual
Meeting.
As described above, Mark L. Portnoy and Capital Asset Fund Limited Partnership, a Delaware
limited partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its general
partner, have an Accounting Services Relationship with Harold D. Berger, pursuant to which Mr.
Berger provides accounting services to Mark L. Portnoy and Capital Asset Fund Limited Partnership,
on a regular basis and receives customary fees for such accounting services. The Accounting
Services Relationship is currently expected to continue.
33
ANNEX A
ATTACHMENT 4
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
| |
|
|
NAME: |
|
Craig E. Fleishman, M.D. |
AGE: |
|
44 |
BUSINESS ADDRESS: |
|
50 W. Sturtevant St. |
|
|
Orlando, Florida 32806 |
RESIDENCE ADDRESS: |
|
5404 Brookline Dr. |
|
|
Orlando, Florida 32819 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Craig E. Fleishman has an interest in the election of directors at the Annual Meeting pursuant
to the Stockholder Nominee Voting Agreement and his beneficial ownership of securities, as
described below.
Craig E Fleishman, MD, FACC, FASE is a senior partner of the Congenital Heart Institute at
Arnold Palmer Hospital and Miami Children’s Hospital and is the director of Non-invasive Cardiac
Imaging at the Arnold Palmer Hospital for Children in Orlando. He directs the use of advanced
imaging techniques in the diagnosis and management of congenital and acquired heart disease in
infants and children and specializes in the evaluation, management, and counseling of families with
fetal heart defects. Dr. Fleishman received his medical and pediatric training at Yale University.
He subsequently received cardiology training at Duke University where he was an early investigator
in the clinical development of three-dimensional cardiac ultrasound. Dr. Fleishman served on the
faculties of Harvard University, Yale University, and the Ohio State University before joining the
Congenital Heart Institute in Orlando. He has published numerous articles and chapters on
congenital heart disease and cardiac ultrasound and is a frequent invited speaker at national
scientific conferences. He has also been a consultant to multiple biomedical and medical technology
companies. Dr. Fleishman is a Fellow of the American College of Cardiology and a Fellow of the
American Society of Echocardiography.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Dr. Fleishman may be deemed the beneficial owner of 9,200 Shares held in his name, as to
which he has the sole power to vote and dispose or direct the disposition. Based upon 11,624,629
Shares outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately less than 0.01% of Shares outstanding.
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Craig E. Fleishman within the past two years, and the number of Shares in
each such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Craig E. Fleishman
|
|
|
February 21, 2007
|
|
|
|
100 |
|
|
| |
Craig E. Fleishman
|
|
|
February 7, 2007
|
|
|
100 (Gift)
|
|
| |
Craig E. Fleishman
|
|
|
November 10, 2006
|
|
|
|
1,527 |
|
|
| |
Craig E. Fleishman
|
|
|
November 9, 2006
|
|
|
|
2,473 |
|
|
| |
Craig E. Fleishman
|
|
|
December 7, 2005
|
|
|
|
5,000 |
|
|
| |
34
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Dr. Fleishman is a party to the Stockholder Nominee Voting Agreement,
pursuant to which Dr. Fleishman and each other Stockholder Nominee verbally agreed to vote all of
each Stockholder Nominee’s Shares for the election of the Slate as directors of CCII at the Annual
Meeting.
Dr. Fleishman received 100 Shares as a gift from his brother, Adam Fleishman, on February 7,
2007.
35
ANNEX A
ATTACHMENT 5
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
| |
|
|
NAME: |
|
Harold David Berger |
AGE: |
|
43 |
BUSINESS ADDRESS: |
|
P.O. Box 20301 |
|
|
Atlanta, Georgia 30325 |
RESIDENCE ADDRESS: |
|
1079 Dean Drive NW |
|
|
Atlanta, Georgia 30318 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Harold D. Berger has an interest in the election of directors at the Annual Meeting pursuant
to the Accounting Services Relationship, pursuant to which Mr. Berger provides accounting services
to Mark L. Portnoy and to Capital Asset Fund Limited Partnership, a Delaware limited partnership,
as to which Mark L. Portnoy may be deemed the beneficial owner as its general partner, on a regular
basis and receives customary fees for such accounting services. The Accounting Services
Relationship is currently expected to continue. Furthermore, Harold D. Berger is a stockholder of
the Record Holder.
Harold D. Berger has operated his own public accounting practice since 2005 and currently
represents over 150 business and individual clients. Historically, Mr. Berger’s practice has
focused on all aspects of the real estate industry, high end individual income tax planning and
compliance, estate planning and small business operational consulting. Mr. Berger currently serves
as Director and President of American Consumer Alliance, Inc., a marketing company that is expected
to formally dissolve operations in late August 2007. Over the past twenty years, Mr. Berger has
also served on boards for a variety of charitable organizations. Mr. Berger currently serves as
Treasurer and Executive Committee Member of The Gatchell Home, Inc., as Director of The Jewish
Educational Loan Fund, Inc. and as Director and financial adviser to The Atlanta Group Home
Foundation, Inc. Prior to opening his private practice, Mr. Berger was employed for sixteen years
with a local accounting firm in Atlanta, Georgia, Habif, Arogeti & Wynne, LLP, the last ten of
which he was one of twenty equity partners. Mr. Berger graduated in 1986 from the University of
North Carolina at Chapel Hill with a bachelor’s degree in Business Administration. He also
graduated from the University of Texas at Austin with a Master’s degree in Professional Accounting
in 1987.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Mr. Berger does not own any Shares.
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Mr. Berger has an Accounting Services Relationship with Mark L.
Portnoy and Capital Asset Fund Limited Partnership, a Delaware limited partnership, as to which
Mark L. Portnoy may be deemed the beneficial owner as its general partner, pursuant to which Mr.
Berger provides accounting services to Mark L. Portnoy and Capital Asset Fund Limited Partnership,
on a regular basis and receives customary fees for such accounting services. The Accounting
Services Relationship is currently expected to continue.
36
ANNEX A
ATTACHMENT 6
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
| |
|
|
NAME: |
|
Scott Douglas Martin |
AGE: |
|
39 |
BUSINESS ADDRESS: |
|
243 Trail Ridge Road |
|
|
Rutherfordton, North Carolina 28139 |
RESIDENCE ADDRESS: |
|
243 Trail Ridge Road |
|
|
Rutherfordton, North Carolina 28139 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Scott D. Martin has an interest in the election of directors at the Annual Meeting pursuant to
the Fee Sharing Agreement, the Voting Agreement, the Stockholder Nominee Voting Agreement and his
beneficial ownership of securities, as described below.
Scott D. Martin has experience as a former CEO, management consultant and private investor.
Key areas of proficiency include strategic and business planning, marketing through multiple
distribution channels, project management and communications. From 2005 to 2006, Mr. Martin was
the President and Chief Executive Officer of Rheem Manufacturing Company, an international provider
of home comfort systems with revenue exceeding $2 billion. From 2001 to 2005, Mr. Martin was the
President of Rheem’s Water Heating Division, a $600 million division that achieved the leading
market share position for water heaters while being named three times as Home Depot’s Vendor
Partner of the Year. Mr. Martin began his career at Rheem as the head of Marketing in 1999,
following several years as a management consultant for both Andersen Consulting and Arthur
Andersen’s Business Consulting Practice. Today, Mr. Martin serves as a private investor with a
focus on companies in emerging markets and new product innovations. Mr. Martin graduated with
Honors from the University of North Carolina at Chapel Hill in 1989 with a Bachelor of Science in
Business Administration. Mr. Martin also received his Master of Business Administration in 1993
from the J.L. Kellogg Graduate School of Management at Northwestern University.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Mr. Martin may be deemed the beneficial owner of 216,000 Shares held in his name, as to
which he has the sole power to vote and dispose or direct the disposition. Based upon 11,624,629
Shares outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately 1.8% of Shares outstanding.
37
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Scott D. Martin within the past two years, and the number of Shares in each
such purchase and sale:
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
| |
Scott D. Martin
|
|
|
February 20, 2007
|
|
|
|
1,000 |
|
|
| |
Scott D. Martin
|
|
|
December 12, 2006
|
|
|
|
7,290 |
|
|
| |
Scott D. Martin
|
|
|
December 8, 2006
|
|
|
|
1,000 |
|
|
| |
Scott D. Martin
|
|
|
December 8, 2006
|
|
|
|
3,210 |
|
|
| |
Scott D. Martin
|
|
|
December 7, 2006
|
|
|
|
1,000 |
|
|
| |
Scott D. Martin
|
|
|
December 6, 2006
|
|
|
|
2,000 |
|
|
| |
Scott D. Martin
|
|
|
November 29, 2006
|
|
|
|
500 |
|
|
| |
Scott D. Martin
|
|
|
October 18, 2006
|
|
|
|
6,000 |
|
|
| |
Scott D. Martin
|
|
|
October 16, 2006
|
|
|
|
4,000 |
|
|
| |
Scott D. Martin
|
|
|
October 16, 2006
|
|
|
|
15,000 |
|
|
| |
Scott D. Martin
|
|
|
October 13, 2006
|
|
|
|
1,000 |
|
|
| |
Scott D. Martin
|
|
|
October 13, 2006
|
|
|
|
1,000 |
|
|
| |
Scott D. Martin
|
|
|
October 13, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
October 11, 2006
|
|
|
|
15,000 |
|
|
| |
Scott D. Martin
|
|
|
October 11, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
October 10, 2006
|
|
|
|
20,000 |
|
|
| |
Scott D. Martin
|
|
|
October 5, 2006
|
|
|
|
6,400 |
|
|
| |
Scott D. Martin
|
|
|
October 5, 2006
|
|
|
|
3,100 |
|
|
| |
Scott D. Martin
|
|
|
October 5, 2006
|
|
|
|
500 |
|
|
| |
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
1,000 |
|
|
| |
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
2,500 |
|
|
| |
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
September 26, 2006
|
|
|
|
7,500 |
|
|
| |
Scott D. Martin
|
|
|
September 26, 2006
|
|
|
|
500 |
|
|
| |
Scott D. Martin
|
|
|
September 21, 2006
|
|
|
|
10,000 |
|
|
| |
Scott D. Martin
|
|
|
September 21, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
September 21, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
September 18, 2006
|
|
|
|
20,000 |
|
|
| |
Scott D. Martin
|
|
|
September 12, 2006
|
|
|
|
13,800 |
|
|
| |
Scott D. Martin
|
|
|
September 11, 2006
|
|
|
|
6,200 |
|
|
| |
Scott D. Martin
|
|
|
September 8, 2006
|
|
|
|
5,000 |
|
|
| |
Scott D. Martin
|
|
|
September 6, 2006
|
|
|
|
2,000 |
|
|
| |
Scott D. Martin
|
|
|
September 6, 2006
|
|
|
|
3,000 |
|
|
| |
Scott D. Martin
|
|
|
August 31, 2006
|
|
|
|
3,500 |
|
|
| |
Scott D. Martin
|
|
|
August 31, 2006
|
|
|
|
1,500 |
|
|
| |
Scott D. Martin
|
|
|
August 30, 2006
|
|
|
|
1,500 |
|
|
| |
Scott D. Martin
|
|
|
August 24, 2006
|
|
|
|
15,000 |
|
|
| |
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Mr. Martin is a party to the Fee Sharing Agreement pursuant to which
Mr. Martin and certain other Reporting Persons in the Third Filing Amendment verbally agreed to
share legal and other fees currently incurred or to be incurred in connection with the activities
described in Item 4 of the Third Filing Amendment, incorporated herein by reference thereto, which
activities include a shareholder proposal to CCII recommending the adoption of substantially
equivalent provisions to those set forth in the SEC’s Proposed Rule 14a-11 and the possible
nomination of the Slate.
As described above, Mr. Martin is a party to the Voting Agreement pursuant to which Mr. Martin
and certain other Reporting Persons in the Fourth Filing Amendment, incorporated herein by
reference thereto, verbally agreed to vote all of each Reporting Person’s Shares for the election
of the Slate as directors of CCII at the Annual Meeting.
As described above, Mr. Martin is a party to the Stockholder Nominee Voting Agreement,
pursuant to which Mr. Martin and each other Stockholder Nominee verbally agreed to vote all of each
Stockholder Nominee’s Shares for the election of the Slate as directors of CCII at the Annual
Meeting.
38
ANNEX B
The signed consent of each Nominee to being named as a nominee for election as a director of
CCII and to serve as a director, if elected, is attached to this Annex B.
39
ANNEX B
ATTACHMENT 1
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (“CCII”), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the “Record Holder”), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
| |
|
|
|
|
| |
|
|
| |
/s/ David I. Portnoy
|
|
| |
Name: |
David I. Portnoy |
|
| |
|
|
40
ANNEX B
ATTACHMENT 2
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (“CCII”), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the “Record Holder”), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
| |
|
|
|
|
| |
|
|
| |
/s/ Mark L. Portnoy
|
|
| |
Name: |
Mark L. Portnoy |
|
| |
|
|
41
ANNEX B
ATTACHMENT 3
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (“CCII”), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the “Record Holder”), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
| |
|
|
|
|
| |
|
|
| |
/s/ Craig E. Fleishman, M.D.
|
|
| |
Name: |
Craig E. Fleishman, M.D. |
|
| |
|
|
42
ANNEX B
ATTACHMENT 4
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (“CCII”), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the “Record Holder”), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
| |
|
|
|
|
| |
|
|
| |
/s/ Harold D. Berger
|
|
| |
Name: |
Harold D. Berger |
|
| |
|
|
43
ANNEX B
ATTACHMENT 5
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (“CCII”), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the “Record Holder”), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
| |
|
|
|
|
| |
|
|
| |
/s/ Scott D. Martin
|
|
| |
Name: |
Scott D. Martin |
|
| |
|
|
| |
44