SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Merriman Curhan Ford Group, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
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(Title of Class of Securities)
590419107
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(CUSIP Number)
Barry L. Fischer
Thompson Coburn LLP
55 East Monroe Street
Suite 3700
Chicago, IL 60603
(312) 346-7500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 10, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are being sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 590419107
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1 NAMES OF REPORTING PERSON
Individual Retirement Accounts for the benefit of Ronald L. Chez and
Ronald L. Chez Individually
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(See Instructions) (b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
OO (1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
2,653,148(2)(3)
NUMBER OF
SHARES ==========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING ==========================================================
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,653,148 (2)(3)
==========================================================
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,653,148 (2)(3)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.9%(3)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
CO
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(1) 42,857 shares issued as compensation for services to issuer.
(2) Assumes the issuance of the Shares and August Warrant, each as
discussed in Item 5 to this Amendment No. 2 to Schedule 13D.
(3) All share numbers herein are adjusted to account for the
one-for-seven reverse stock split which was effective August 16, 2010.
(4) Based upon 2,009,506 shares of the Issuer's common stock issued
and outstanding as of August 9, 2010, as reported on the Issuer's Form 10-Q for
the quarterly period ended June 30, 2010.
Pursuant to Rule 13d-2 of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned Ronald L. Chez (the "Reporting Person") hereby amends his statement
on Schedule 13D dated August 10, 2009 as amended by the Amendment No. 1 to
Schedule 13D field on August 31, 2009 (the "Schedule 13D"). This Statement
constitutes Amendment No. 2 to the Schedule 13D. Unless otherwise indicated
herein, there are no material changes to the information set forth in the
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION is hereby amended by
adding thereto the following:
The Reporting Person received an additional 42,857 shares of Common
Stock of the Company on August 10, 2010 as compensation for service as
Co-Chairman of the Board of Directors for the coming year (the "Compensatory
Shares").
ITEM 4. PURPOSE OF TRANSACTION is hereby amended by adding thereto the
following:
The Compensatory Shares were awarded to the Reporting Person as
compensation for service as Co-Chairman of the Board of Directors for the coming
year.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER is hereby amended and restated in
its entirety as follows:
(a) All share numbers in this Item 5 are adjusted to account for the
one-for-seven reverse stock split of the Company which was effective August 16,
2010. This statement relates to 2,562,773 shares of Common Stock which the
Reporting Person has the right to acquire upon conversion of the Preferred
Shares and exercise of the Warrant, the warrant issued on June 1 described in
the Schedule 13D and the August Warrant (collectively, the "Warrants"), as well
as 47,517 shares of Common Stock previously purchased by the Reporting Person on
the open market, and the 42,857 Compensatory Shares referred to above.
Based on the Company's Form 10-Q for the quarterly period ended June 30, 2010,
2,009,506 shares of Common Stock were outstanding as of August 9, 2010.
Therefore, the shares of Common Stock reported on this Schedule 13D (a total of
2,653,148 shares, including shares of Common Stock issuable upon conversion in
full of the Preferred Shares and exercise in full of the Warrants) would
represent approximately 56.9% of the Company's outstanding shares following such
conversions and exercises.
(b) The Reporting Person has the sole power (and no shared power) to
vote, dispose of or direct the disposition of the Common Stock the Reporting
Person has the right to acquire by virtue of owning the securities disclosed in
this Schedule 13D.
(c) In the 60 days prior to August 10, 2010, the Reporting Person
has not effected any transactions in the Company's securities other than the
acquisition of the Compensatory Shares. Since the filing of the Amendment No. 1
to Schedule 13D on August 31, 2009, the Reporting Person has purchased 1,125
shares of Common Stock in open market transactions, and acquired Preferred
Shares convertible into 178,011 Shares of Common Stock, and August Warrants to
purchase an additional 178,011 shares, in private transactions.
(d) Not applicable.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of August 27, 2010
/s/ Ronald L. Chez
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Ronald L. Chez