a. | o Rule 13d-1(b) | |
b. | þ Rule 13d-1(c) | |
c. | o Rule 13d-1(d) |
CUSIP No. |
007975204 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Cranshire Capital, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,568,456 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,568,456 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,568,456 (see Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.4% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 2 of 8
CUSIP No. |
007975204 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Downsview Capital, Inc. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,657,346 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,657,346 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,657,346 (see Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.5% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO; HC |
Page 3 of 8
CUSIP No. |
007975204 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Mitchell P. Kopin |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,657,346 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,657,346 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,657,346 (see Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.5% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN; HC |
Page 4 of 8
This Schedule 13G is being filed on behalf of (i) Cranshire Capital, L.P., an Illinois limited partnership (Cranshire), (ii) Downsview Capital, Inc., an Illinois corporation (Downsview), and (iii) Mitchell P. Kopin, an individual who is a citizen of the United States of America (Mr. Kopin, together with Cranshire and Downsview, the Reporting Persons). | |||
Downsview also serves as the investment manager to a managed account ("the Managed Account"). In such capacity, Downsview exercises voting and investment power over the Common Shares held for the account of the Managed Account. | |||
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. | |||
The principal business office of all of the Reporting Persons is 3100 Dundee Road, Suite 703, Northbrook, Illinois 60062. |
(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on April 15, 2010 (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 16, 2010), each of Downsview and Mr. Kopin may be deemed to beneficially own 3,657,346 Common Shares, and all such Common Shares in the aggregate represent beneficial ownership of approximately 5.5% of the Common Shares, based on (1) 63,089,954 Common Shares issued and outstanding on December 31, 2010, plus (2) 3,555,556 Common Shares to be issued to Cranshire at the closing of the transaction described above and (3) 88,890 Common Shares to be issued to the Managed Account at the closing of the transaction described above. The foregoing excludes (I) 1,422,222 Common Shares issuable upon exercise of a warrant to be issued to Cranshire at the closing of the transaction described above (the Warrant) because the Warrant is not exercisable until six (6) months following the date of issuance (and the Warrant also |
Page 5 of 8
contains a blocker provision under which the holder thereof does not have the right to exercise the Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Shares), (II) 279,256 Common Shares issuable upon exercise of another warrant held by Cranshire (the Other Warrant) because the Other Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Other Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holders, of more than 4.99% of the Common Shares and (III) 35,556 Common Shares issuable upon exercise of a warrant to be issued to Managed Account at the closing of the transaction described above (the Managed Account Warrant) because the Managed Account Warrant is not exercisable until six (6) months following the date of issuance (and the Managed Account Warrant also contains a blocker provision under which the holder thereof does not have the right to exercise the Managed Account Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Shares). Without such blocker provisions (and assuming the Warrant and Managed Account Warrant are currently exercisable), each of Downsview and Mr. Kopin may be deemed to beneficially own 5,394,380 Common Shares. | |||
(ii) Immediately following the execution of the Securities Purchase Agreement with the Issuer on April 15, 2010 (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 16, 2010), Cranshire may be deemed to beneficially own 3,568,456 Common Shares, and all such Common Shares in the aggregate represent beneficial ownership of approximately 5.4% of the Common Shares, based on (1) 63,089,954 Common Shares issued and outstanding on December 31, 2010, plus (2) 3,555,556 Common Shares to be issued to Cranshire at the closing of the transaction described above. The foregoing excludes (I) 1,422,222 Common Shares issuable upon exercise of a warrant to be issued to Cranshire at the closing of the transaction described above (the Warrant) because the Warrant is not exercisable until six (6) months following the date of issuance (and the Warrant also contains a blocker provision under which the holder thereof does not have the right to exercise the Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Shares) and (II) 279,256 Common Shares issuable upon exercise of another warrant held by Cranshire (the Other Warrant) because the Other Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Other Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holders, of more than 4.99% of the Common Shares. Without such blocker provisions (and assuming the Warrant is currently exercisable), Cranshire may be deemed to beneficially own 5,269,934 Common Shares. |
(c) (i) | Number of shares as to which each of Downsview and Mr. Kopin has: |
(i) | Sole power to vote or to direct the vote: 0. | ||
(ii) | Shared power to vote or to direct the vote 3,657,346. | ||
(iii) | Sole power to dispose or to direct the disposition of 0. | ||
(iv) | Shared power to dispose or to direct the disposition of 3,657,346. |
(ii) | Number of shares as to which Cranshire has: |
(i) | Sole power to vote or to direct the vote: 0. | ||
(ii) | Shared power to vote or to direct the vote 3,568,456. | ||
(iii) | Sole power to dispose or to direct the disposition of 0. | ||
(iv) | Shared power to dispose or to direct the disposition of 3,568,456. |
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable. |
Item 8. | Identification and Classification of Members of the Group |
Not applicable. |
Item 9. | Notice of Dissolution of Group |
Not applicable. |
Item 10. | Certification |
Page 6 of 8
CRANSHIRE CAPITAL, L.P. |
||||
By: | Downsview Capital, Inc., its general partner |
By: | /s/ Mitchell P. Kopin | |||
Mitchell P. Kopin, President | ||||
DOWNSVIEW CAPITAL, INC. |
||||
By: | /s/ Mitchell P. Kopin | |||
Mitchell P. Kopin, President | ||||
/s/ Mitchell P. Kopin | ||||
Mitchell P. Kopin |
Page 7 of 8
CRANSHIRE CAPITAL, L.P. By: Downsview Capital, Inc., its general partner |
||||
By: | /s/ Mitchell P. Kopin | |||
Mitchell P. Kopin, President | ||||
DOWNSVIEW CAPITAL, INC. |
||||
By: | /s/ Mitchell P. Kopin | |||
Mitchell P. Kopin, President | ||||
/s/ Mitchell P. Kopin | ||||
Mitchell P. Kopin |
Page 8 of 8