Ownership
Filings Since Most Recent Proxy
Stock Ownership Information
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of January 18, 2008, with respect to the beneficial ownership of shares of our common stock owned by:
- Each of our directors, our CEO and the other NEOs;
- All directors and executive officers as a group; and
- Each person or entity who is known to us to be the beneficial owner of more than 5% of our common stock.
As of January 18, 2008, our outstanding equity securities consisted of 3,701,799 shares of common stock. The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC and generally includes voting or investment power over the shares. The information does not necessarily indicate beneficial ownership for any other purpose. Under the SEC rules, the number of shares of common stock deemed outstanding includes shares issuable upon the conversion of other securities, as well as the exercise of options or the settlement of restricted stock units held by the respective person or group that may be exercised or settled on or within 60 days of January 18, 2008. For purposes of calculating each person’s or group’s percentage ownership, shares of common stock issuable pursuant to stock options and restricted stock units that may be exercised or settled on or within 60 days of January 18, 2008 are included as outstanding and beneficially owned by that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
NAME AND ADDRESS
OF BENEFICIAL OWNER |
AMOUNT AND NATURE
OF
BENEFICIAL OWNERSHIP(1) |
PERCENT OF
CLASS |
| |
|
|
Michael Weinstein
85 Fifth Avenue
New York, New York 10003 |
1,084,770 (2) |
29.30% |
| |
|
|
Kirkwood Capital
LP
1634 Ponce De Leon
Atlanta, GA 30307
|
250,153 (3) |
6.76% |
| |
|
|
Bruce R. Lewin
1329A North Avenue
New Rochelle, New York 10804 |
267,916 (4)(7) |
7.24% |
| |
|
|
Vincent Pascal
85 Fifth Avenue
New York, New York 10003
|
56,808 (5) |
1.53% |
| |
|
|
Robert Towers
85 Fifth Avenue
New York, New York 10003
|
39,800 (5) (6) |
1.08% |
| |
|
|
Steven Shulman
One Liberty Lane
Hampton, NH 03842 |
10,500 (7) |
Less than 1% |
| |
|
|
Marcia Allen
9601 Wilshire Boulevard
Los Angeles, CA 90210 |
1,250 (7) |
Less than 1% |
| |
|
|
Loeb Parnters Corporation
61 Broadway
New York, NY 10006 |
341,223 (8) |
9.22% |
| |
|
|
Paul Gordon
85 Fifth Avenue
New York, New York 10003 |
26,500 (5) |
Less than 1% |
| |
|
|
Robert Stewart
85 Fifth Avenue
New York, New York 10003 |
21,800 (5) |
Less than 1% |
| |
|
|
Arthur Stainman
320 East 72nd Street
New York, New York 10021 |
38,500 (7)(9) |
1.04% |
| |
|
|
Prides Capital Partners,
L.L.C
200 High Street, Suite 700 Boston, MA 02110 |
382,371 (10)
|
10.33% |
| |
|
|
Stephen Novick
110 East 59th Street
New York, NY 10022 |
1,250 (7)
|
Less than 1% |
| |
|
|
Irving Hershkowitz
c/o Big Geyser, Inc.
57-65 48th Street
Maspeth, NY 11378
|
353,000 (11) |
9.54% |
| |
|
|
| All directors and
officers as a group (ten persons) |
1,548,644 (12) |
41.83% |
(1) Except to the extent otherwise indicated, to the best of the Company’s knowledge, each of the indicated persons exercises sole voting and investment power with respect to all shares beneficially owned by him.
(2) Includes 17,371 shares owned by The Weinstein Foundation, a private foundation of which Mr. Weinstein acts as trustee and as to which shares Mr. Weinstein has shared investment and shared voting power, and 18,750 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.
(3) Based upon information set forth in Schedule 13G/A filed by Kirkwood Capital, LP (the “Partnership”) with the SEC on or about February 13, 2007. Kirkwood Capital, LLC (the “General Partner”), the general partner of the Partnership, may be deemed the beneficial owner of 250,153 shares, or 6.76% of the Company’s outstanding Common Stock. Mr. David Rabinowitz, the managing member of the General Partner, may be deemed the beneficial owner of 250,153 shares, or 6.76% of the Company’s outstanding Common Stock. Each shares the power to dispose of the 250,153 shares.
(4) Includes 1,500 shares owned by Mr. Lewin in his Individual Retirement Account (“IRA”).
(5) Includes 20,000 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.
(6) Includes 900 shares owned by Mr. Tower’s spouse in her IRA.
(7) Includes 1,250 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.
(8) Based upon information set forth in Schedule 13D/A filed by Loeb Partners Corporation (“LPC”) with the SEC on or about January 17, 2008. Loeb Arbitrage Management, Inc., (“LAM”) is the general partner of Loeb Arbitrage Fund (“LAF”). Loeb Arbitrage B Management, LLC is the general partner of Loeb Arbitrage B Fund LP (“LAFB”). The President of these general partners is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, and Edward J. Campbell, Vice President. Thomas L. Kempner is its President and a director and Chief Executive Officer, Norman N. Mintz is a Vice President and also a director, and Gideon J. King is Executive Vice President of LPC. Loeb Holding Corporation (“LHC”) is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder and Norman N. Mintz and Peter A. Tcherepnine are also directors of LHC. Loeb Offshore Management, LLC (“LOM”), a wholly-owned subsidiary of LHC, is the investment adviser of Loeb Offshore Fund, Ltd., (“LOF”) and Loeb Offshore B Fund Ltd. (“LOFB”) Gideon J. King and Thomas L. Kempner are Directors of LOF and LOFB and Managers of LOM. LAM is general partner of Loeb Marathon Fund (“LMF”) and investment adviser of Loeb Marathon Offshore Fund Ltd. (“LMOF”). As of January 17, 2008, LAF beneficially owned 107,854 shares, LPC beneficially owned 92,831 shares (including shares purchased for the accounts of customers of LPC as to which LPC has investment discretion), LOF beneficially owned 26,054 shares, LMF beneficially owned 37,575 shares, LMOF beneficially owned 25,220 shares, LAFB beneficially owned 37,742 shares, and LOFB beneficially owned 13,947 shares. The above-referenced shareholders may, therefore, be deemed the beneficial owner of 341,223 shares, or 9.22% of the Company’s outstanding Common Stock.
(9) Includes 11,800 shares owned by Mr. Stainman’s spouse and 7,400 shares held by investment advisory clients of First Manhattan Co. ("FMC"), as to which FMC and Mr. Stainman, in his capacity as Managing Member of First Manhattan LLC, the sole general partner of FMC, share dispositive and voting power.
(10) Based upon information set forth in Schedule 13D/A filed by Prides Capital Partners, L.L.C. (“Prides”) with the SEC on or about January 15, 2008. The shares are owned directly by Prides Capital Fund I, L.P. Because Prides Capital Partners, L.L.C. is the general partner of Prides Capital Fund I, L.P., Prides Capital Partners, L.L.C. may be deemed to be the beneficial owner of shares owned by such entity. Because Kevin A. Richardson, II, Murray A. Indick, Henry J. Lawlor, Jr. and Charles E. McCarthy are the controlling shareholders of Prides Capital Partners, L.L.C., they may be deemed to be the beneficial owners of shares deemed to be beneficially owned by such entity. Each of Prides Capital Partners, L.L.C., Prides Capital Fund I, L.P, Kevin A. Richardson, II, Murray A. Indick, Henry J. Lawlor, Jr. and Charles E. McCarthy disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(11) Based upon information set forth in Schedule 13G/A filed by Irving Hershkowitz with the SEC on or about August 15, 2007.
(12) Includes 105,000 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.
