UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Acme Communications, Inc.
-------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
004631107
---------
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
November 9, 2004
----------------
(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 if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
(continued on following pages)
CUSIP No. 004631107 13D Page 2 of 14 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Partners Small Cap Value L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-3688497
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
298,600 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
298,600 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,600 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 14
CUSIP No. 004631107 13D Page 3 of 14 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Small Cap Value Offshore Fund, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Not Applicable
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
208,500 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
208,500 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,500 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 14
CUSIP No. 004631107 13D Page 4 of 14 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Partners Small Cap Value, L.P. I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-3953291
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
399,700 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
399,700 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
399,700 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 14
CUSIP No. 004631107 13D Page 5 of 14 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Channel Partnership II, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 22-3215653
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
5,000 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
5,000 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 14
CUSIP No. 004631107 13D Page 6 of 14 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Capital Management LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-4018186
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
698,300 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
698,300 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,300 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 14
CUSIP No. 004631107 13D Page 7 of 14 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Wynnefield Capital, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
208,500 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
208,500 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,500 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 14
CUSIP No. 004631107 13D Page 8 of 14 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Nelson Obus
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
5,000 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
5,000 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 shares (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 14
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of the common stock, $0.01 par
value per share (the "Common Stock"), of Acme Communications, Inc., a Delaware
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 2101 E. Fourth Street, Suite 202A, Santa Ana, California 92705.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f). This Schedule 13D is filed by Wynnefield Partners Small
Cap Value, L.P. ("Partnership"), Wynnefield Small Cap Value Offshore Fund, Ltd.
("Fund"), Wynnefield Partners Small Cap Value L.P. I ("Partnership-I"), Channel
Partnership II, L.P. ("Channel"), Wynnefield Capital Management, LLC ("WCM"),
Wynnefield Capital, Inc. ("WCI"), which are each separate and distinct entities
with different beneficial owners (whether designated as limited partners or
stockholders), and Mr. Nelson Obus, an individual ("Mr. Obus").
WCM, a New York limited liability company, is the general partner of
the Partnership and Partnership-I, private investment companies organized as
limited partnerships under the laws of the State of Delaware. Mr. Obus and
Joshua Landes are the managing members of WCM and the principal executive
officers of WCI, the investment manager of the Fund, a private investment
company organized under the laws of the Cayman Islands. Mr. Obus is the general
partner of Channel. Mr. Obus and Mr. Landes are citizens of the United States of
America.
The business address of Mr. Obus, Mr. Landes and each of the entities
in the Wynnefield Group is 450 Seventh Avenue, Suite 509, New York, New York
10123.
(d) and (e). During the last five years, neither Mr. Obus, Mr. Landes,
nor any of the entities comprising the Wynnefield Group has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Wynnefield Group entities made their most recent purchases
of shares of Common Stock, separately from each other, for the consideration
shown in the following table:
Name Date of Purchase Number of Shares Consideration Paid
---- ---------------- ---------------- ------------------
Partnership* November 9, 2004 37,000 $222,000
Partnership-I* November 9, 2004 47,000 $282,000
Fund** November 9, 2004 27,800 $166,800
Channel*** March 21, 2003 5,000 $32,250
* WCM has an indirect beneficial ownership interest in these shares of Common
Stock.
** WCI has an indirect beneficial ownership interest in these shares of Common
Stock.
Page 9 of 14
*** Mr. Obus has an indirect beneficial ownership interest in these shares of
Common Stock.
Such shares of Common Stock were paid for from the working capital of each
entity in the Wynnefield Group who directly beneficially owns Common Stock. Each
entity in the Wynnefield Group maintains a separate investment fund, consisting
of capital contributions from their respective partners and investors and
capital appreciation derived therefrom for the principal purpose of buying and
selling securities (including financial and money market instruments) and
interests in domestic and foreign securities, including, without limitation,
convertible securities, stock index futures contracts, options, puts and calls
on stock and warrants.
ITEM 4. PURPOSES OF TRANSACTION.
The members of the Wynnefield Group acquired the shares of Common Stock
reported in Item 5 below for investment purposes, with no intention of changing
or influencing control of the Issuer or as a participant in any transaction
having that purpose or effect. They intend to monitor the Issuer's financial
condition, business, operations and prospects, the market price for the shares
of Common Stock, conditions in the securities markets generally, general
economic conditions, conditions affecting the Issuer's operations and evaluate
the responses of its management to the needs of the holders of the Common Stock.
From time-to-time, the Wynnefield Group may meet with the Issuer's management
and may recommend to the Issuer's management various strategies for increasing
shareholders' value.
The Wynnefield Group reserves the right to change its plans and
intentions at any time as it deems appropriate. In particular, the Wynnefield
Group may purchase shares of Common Stock, or may sell or otherwise dispose of
all or a portion of the shares of Common Stock, in public and private
transactions and/or may enter into negotiated derivative transactions to hedge
the market risk of some or all positions in, or to obtain greater exposure to,
the shares of the Common Stock. Any such transactions may be effected at any
time or from time to time, subject to any applicable limitations imposed on the
sale of shares of the Common Stock by the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
applicable state securities or "blue sky" laws.
Depending on factors deemed relevant by the Wynnefield Group, including
but not limited to changes in the Company's business, governance or financial
situation, the Wynnefield Group reserves the right to formulate other plans
and/or make proposals, and take such actions with respect to its investment in
the Company, including any or all of the actions set forth in this response to
Item 4 and any other actions as the Wynnefield Group, or any of them, may
determine.
Except as set forth above, no member of the Wynnefield Group has any
present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) - (c) As of November 9, 2004, the Wynnefield Group beneficially owned in the
aggregate, 911,800 shares of Common Stock, constituting approximately 5.7% of
the outstanding shares of Common Stock (the percentage of shares owned being
based upon 16,772,415 shares outstanding (including 752,652 which are held in
treasury) on November 8, 2004, as set forth in the Company's most recent report
on Form 10-Q for the quarterly period ended September 30, 2004 filed with the
Commission on November 9, 2004). The following table sets forth certain
information with respect to shares of Common Stock beneficially owned directly
by the Wynnefield Group members listed:
Page 10 of 14
APPROXIMATE
NUMBER OF PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
Partnership * 298,600 1.9 %
Partnership-I * 399,700 2.5 %
Fund ** 208,500 1.3 %
Channel*** 5,000 0%
* WCM has an indirect beneficial ownership interest in these shares of Common
Stock.
** WCI has an indirect beneficial ownership interest in these shares of Common
Stock.
*** Mr. Obus has an indirect beneficial ownership interest in these shares of
Common Stock.
WCM is the sole general partner of the Partnership and Partnership-I
and, accordingly, may be deemed to be the indirect beneficial owner (as that
term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act of the
shares of Common Stock that the Partnership and Partnership-I beneficially own.
WCM, as the sole general partner of the Partnership and Partnership-I, has the
sole power to direct the voting and disposition of the shares of Common Stock
that the Partnership and Partnership-I beneficially own.
Messrs. Obus and Landes are the co-managing members of WCM and,
accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant
to the Exchange Act) of the shares of Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as a co-managing member of
WCM, shares with the other the power to direct the voting and disposition of the
shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of the Fund and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock
that the Fund beneficially owns. WCI , as the sole investment manager of the
Fund, has the sole power to direct the voting and disposition of the shares of
Common Stock that the Fund beneficially owns.
Messrs. Obus and Landes are the principal executive officers of WCI
and, accordingly, each of Messrs. Obus and Landes may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated
pursuant to the Exchange Act) of the shares of Common Stock that WCI may be
deemed to beneficially own. Each of Messrs. Obus and Landes, as a principal
executive officer of WCI, shares with the other the power to direct the voting
and disposition of the shares of Common Stock that WCI may be deemed to
beneficially own.
Mr. Obus is the general partner of Channel and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock
that Channel beneficially owns. Mr. Obus, as the general partner of Channel, has
the sole power to direct the voting and disposition of the shares of Common
Stock that Channel beneficially owns.
Beneficial ownership of shares of Common Stock shown on the cover pages
of and set forth elsewhere in this 13D for each of the members of the Wynnefield
Group assumes that they have not formed a group for purposes of Section 13(d)(3)
under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the
members of the Wynnefield Group were deemed to have formed a group for purposes
of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own
beneficially (and may be deemed to have shared voting and dispositive power
over) 911,800 shares of Common Stock, constituting approximately 5.7 % of the
outstanding shares (including 752,652 which are held in treasury) of Common
Stock (the percentage of shares owned being based upon 16,772,415 shares
Page 11 of 14
outstanding on November 8, 2004 as set forth in the Issuer's most recent report
on Form 10-Q for the quarterly period ended September 30, 2004 filed with the
Commission on November 9, 2004).
The filing of this Schedule 13D and the inclusion of information herein
with respect to Messrs. Obus and Landes, shall not be considered an admission
that any of such persons, for the purpose of Section 13(d) of the Exchange Act,
are the beneficial owners of any shares in which such persons do not have a
pecuniary interest.
To the best knowledge of the Wynnefield Group, except as described
herein, none of the Wynnefield Group, any person in control (ultimately or
otherwise) of the Wynnefield Group, any general partner, executive officer or
director thereof, as applicable, beneficially owns any shares of Common Stock,
and except as set forth in the table below, there have been no transactions in
shares of Common Stock effected during the past 60 days by the Wynnefield Group,
any person in control of the Wynnefield Group (ultimately or otherwise), or any
general partner, executive officer or director thereof, as applicable; provided,
however, certain investment banking affiliates of the Wynnefield Group may
beneficially own shares of Common Stock, including shares that may be held in
discretionary or advisory accounts with the Wynnefield Group; and the Wynnefield
Group, directly or in connection with such discretionary or advisory accounts,
may acquire, hold, vote or dispose of Common Stock, including transactions that
may have occurred in the past 60 days.
The Wynnefield Group has made purchases of shares of Common Stock
during the past 60 days as follows:
Name Date Number of Shares Price Per Share
---- ---- ---------------- ---------------
Partnership October 29, 2004 3,500 $5.70
Partnership November 3, 2004 33,000 $6.00
Partnership November 9, 2004 37,000 $6.00
Partnership - I October 29, 2004 4,000 $5.70
Partnership - I November 3, 2004 42,000 $6.00
Partnership - I November 9, 2004 47,000 $6.00
Fund October 29, 2004 2,500 $5.70
Fund November 3, 2004 25,000 $6.00
Fund November 9, 2004 27,800 $6.00
(d) No person, other than each of the members of the Wynnefield Group
referred to as the direct beneficial owner of the shares of Common Stock set
forth in this response to Item 5, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock.
(e) Not applicable.
Page 12 of 14
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Each of the members of the Wynnefield Group is a party to a Joint
Filing Agreement, dated as of November 17, 2004 (the "13D Joint Filing
Agreement"), pursuant to which the parties agreed to jointly file this 13D and
any and all amendments and supplements thereto with the Commission. The 13D
Joint Filing Agreement is filed herewith as Exhibit 1 and is incorporated in
this response to Item 6 in its entirety.
Except for the agreement described above, to the best knowledge of the
Wynnefield Group, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Wynnefield Group, and any other
person, with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding or proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated as of November 17, 2004, among the
Partnership, Partnership-I, Fund, WCM, WCI, Channel and Mr. Obus.
Page 13 of 14
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: November 17, 2004
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Nelson Obus
---------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Nelson Obus
---------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ Nelson Obus
---------------------------------------------
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
---------------------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
---------------------------------------------
Nelson Obus, President
CHANNEL PARTNERSHIP II, L.P.
By: /s/ Nelson Obus
---------------------------------------------
Nelson Obus, General Partner
/s/ Nelson Obus
----------------------------------------------------
Nelson Obus, Individually
Page 14 of 14