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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)
Novoste Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
67010C209
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(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
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(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
December 28, 2005
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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 if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box | |
Check the following box if a fee is being paid with this statement | |
(continued on following pages)
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(Page 1 of 13 Pages)
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CUSIP No. 67010C209 SCHEDULE 13D Page 2 of 13 Pages
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1. NAME OF REPORTING PERSON: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: 13-3688497
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC (SEE ITEM 3)
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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
DELAWARE
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 67,623 SHARES(SEE ITEM 5)
EACH REPORTING PERSON ------------------------------------------------
WITH 8. SHARED VOTING POWER
-0- (SEE ITEM 5)
------------------------------------------------
9. SOLE DISPOSITIVE POWER
67,623 SHARES(SEE ITEM 5)
------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,623 SHARES(SEE ITEM 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (SEE ITEM 5)
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14. TYPE OF REPORTING PERSON
PN
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(Page 2 of 13 Pages)
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CUSIP No. 67010C209 SCHEDULE 13D Page 3 of 13 Pages
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1. NAME OF REPORTING PERSON: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: NOT APPLICABLE
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC (SEE ITEM 3)
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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
CAYMAN ISLANDS
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 66,425 SHARES(SEE ITEM 5)
EACH REPORTING PERSON ------------------------------------------------
WITH 8. SHARED VOTING POWER
-0- (SEE ITEM 5)
------------------------------------------------
9. SOLE DISPOSITIVE POWER
66,425 SHARES(SEE ITEM 5)
------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,425 SHARES(SEE ITEM 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (SEE ITEM 5)
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14. TYPE OF REPORTING PERSON
CO
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(Page 3 of 13 Pages)
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CUSIP No. 67010C209 SCHEDULE 13D Page 4 of 13 Pages
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1. NAME OF REPORTING PERSON: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.I
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: 13-3953291
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC (SEE ITEM 3)
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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
DELAWARE
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 83,675 SHARES(SEE ITEM 5)
EACH REPORTING PERSON ------------------------------------------------
WITH 8. SHARED VOTING POWER
-0- (SEE ITEM 5)
------------------------------------------------
9. SOLE DISPOSITIVE POWER
83,675 SHARES(SEE ITEM 5)
------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,675 SHARES(SEE ITEM 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% (SEE ITEM 5)
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14. TYPE OF REPORTING PERSON
PN
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(Page 4 of 13 Pages)
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CUSIP No. 67010C209 SCHEDULE 13D Page 5 of 13 Pages
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1. NAME OF REPORTING PERSON: WYNNEFIELD CAPITAL MANAGEMENT LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: 13-4018186
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF (SEE ITEM 3)
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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
NEW YORK
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 151,298 SHARES(SEE ITEM 5)(1)
EACH REPORTING PERSON ------------------------------------------------
WITH 8. SHARED VOTING POWER
-0- (SEE ITEM 5)
------------------------------------------------
9. SOLE DISPOSITIVE POWER
151,298 SHARES(SEE ITEM 5)(1)
------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,298 SHARES(SEE ITEM 5)(1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% (SEE ITEM 5)(1)
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14. TYPE OF REPORTING PERSON
OO (LIMITED LIABILITY COMPANY)
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(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in
these shares which are directly beneficially owned by Wynnefield Partners
Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P.I
(Page 5 of 13 Pages)
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CUSIP No. 67010C209 SCHEDULE 13D Page 6 of 13 Pages
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1. NAME OF REPORTING PERSON: WYNNEFIELD CAPITAL, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: N/A
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF (SEE ITEM 3)
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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
CAYMAN ISLANDS
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 66,425 SHARES(SEE ITEM 5)(1)
EACH REPORTING PERSON ------------------------------------------------
WITH 8. SHARED VOTING POWER
-0- (SEE ITEM 5)
------------------------------------------------
9. SOLE DISPOSITIVE POWER
66,425 SHARES(SEE ITEM 5)(1)
------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,425 SHARES(SEE ITEM 5)(1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (SEE ITEM 5)(1)
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14. TYPE OF REPORTING PERSON
CO
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(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in
these shares which are directly beneficially owned by Wynnefield Small
Cap Value Offshore Fund, Ltd.
(Page 6 of 13 Pages)
This Statement of Beneficial Ownership on Schedule 13D (the "Schedule
13D") is being filed with the Securities and Exchange Commission (the
"Commission") by Wynnefield Partners Small Cap Value, L.P. (the "Partnership"),
Wynnefield Partners Small Cap Value, L.P. I (the "Partnership-I"), Wynnefield
Small Cap Value Offshore Fund, Ltd. (the "Fund"), Wynnefield Capital Management,
LLC ("WCM") and Wynnefield Capital, Inc. ("WCI"), with respect to shares of
common stock, $0.01 par value, of Novoste Corporation, a Florida corporation
with its principal executive offices located at 4350 International Blvd.,
Norcross, GA 30093 (the "Issuer").
Item 1. Security and Issuer.
This Schedule 13D relates to shares of the common stock, $0.01 par
value (the "Common Stock"), of Novoste Corporation, a Florida corporation with
its principal executive offices located at 4350 International Blvd., Norcross,
GA 30093.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Schedule 13D is being filed by the
Partnership, Partnership-I, the Fund, WCM and WCI. Although the Partnership,
Partnership-I, the Fund, WCM and WCI are each separate and distinct entities
with different beneficial owners (whether designated as limited partners or
stockholders), for the convenience of reporting their holdings, in this Schedule
13D, they are sometimes referred to collectively as the "Wynnefield Group."
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. Nelson 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 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:
(Page 7 of 13 Pages)
Name Date of Purchase Number of Shares Consideration Paid
---- ---------------- ---------------- ------------------
Partnership* December 28, 2005 17,823 $40,636.44
Partnership - I* December 28, 2005 23,500 $53,580.00
Fund** December 28, 2005 26,400 $60,192.00
* 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.
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.
Each member of the Wynnefield Group initially acquired its shares of
Common Stock for its own account, and 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.
The Wynnefield Group expects to evaluate on an ongoing basis 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 other factors, and evaluate the responses of its management to
the needs of the holders of the Common Stock. The Wynnefield Group has and may
continue to meet with the Issuer's management and to recommend various
strategies for protecting and maximizing shareholder value.
On January 5, 2006, in support of Steel Partners II, L.P.'s position on
the Issuer's proposal to adopt a plan of liquidation, the Wynnefield Group sent
the Board of Directors a letter (attached as Exhibit 2) which included the
following:
"Wynnefield strongly supports Steel Partners II, L.P.'s ("Steel
Partners") opposition to the Company's proposal to adopt a plan of liquidation,
set forth in Steel Partners' proxy statement on Schedule 14A, as amended,
initially filed with the Commission on November 28, 2005. Wynnefield believes
that the liquidation proposal proposed by the Company in its proxy statement on
Schedule 14A, as amended, initially filed with the Commission on November 15,
2005 is not in the best interests of the Company's shareholders. Furthermore,
Wynnefield believes that the Company should immediately CEASE its liquidation
efforts as the incumbents either can't count, obtain a perverse sense of
pleasure from being soundly defeated, or simply enjoy
(Page 8 of 13 Pages)
squandering the shareholders' money as they have apparently shown themselves
capable of doing in the past."
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 to the Wynnefield Group, including
but not limited to changes in the Issuer'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 Issuer, 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 January 6, 2006, the Wynnefield Group beneficially owned in the
aggregate 217,723 shares of Common Stock, constituting approximately 5.3% of the
outstanding shares of Common Stock (the percentage of shares owned being based
upon 4,083,721 shares outstanding on November 4, 2005, as set forth in the
Issuer's most recent report on form 10-Q for the period ended September 30, 2005
filed with the Securities and Exchange Commission on November 9, 2005). The
following table sets forth certain information with respect to shares of Common
Stock beneficially owned directly by the Wynnefield Group members listed:
Approximate
Number of Percentage of
Name Shares Outstanding Shares
---- ------ ------------------
Partnership * 67,623 1.7%
Partnership-I * 83,675 2.0%
Fund ** 66,425 1.6%
* 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 13 Pages)
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 under 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 under 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 under 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 under 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.
Beneficial ownership of shares of Common Stock shown on the cover pages
of and set forth elsewhere in this Schedule 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 Securities Exchange Act of 1934, 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) 217,723 shares of Common Stock, constituting
approximately 5.3% of the outstanding shares of Common Stock (the percentage of
shares owned being based upon 4,083,721 shares outstanding on November 4, 2005,
as set forth in the Issuer's most recent report on form 10-Q for the period
ended September 30, 2005 filed with the Securities and Exchange Commission on
November 9, 2005).
The filing of this Schedule 13D and any future amendment by the
Wynnefield Group, and the inclusion of information herein and therein 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 in
this Schedule 13D, 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 there have been no transactions in shares of
(Page 10 of 13 Pages)
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 last 60 days, as follows:
Name Date Number of Shares Price Per Share
---- ---- ---------------- ---------------
Partnership December 28, 2005 17,823 $2.26
Partnership - I December 28, 2005 23,500 $2.26
Fund December 28, 2005 26,400 $2.26
(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.
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 January 6, 2006 (the "13D Joint Filing
Agreement"), pursuant to which the parties agreed to jointly file this Schedule
13D and any and all amendments and supplements thereto with the Securities and
Exchange 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.
(Page 11 of 13 Pages)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated as of January 6, 2006, among
the Partnership, Partnership-I, Fund, WCM and WCI.
Exhibit 2 Letter from the Wynnefield Group to the Issuer's Board of
Directors, dated January 5, 2006
(Page 12 of 13 Pages)
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: January 6, 2006
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
(Page 13 of 13 Pages)