UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 3
Under
the
Securities Exchange Act of 1934
TeamStaff,
Inc.
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name
of
Issuer)
Common
Stock, $.001 par value
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title
of
Class of Securities)
87815U204
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(CUSIP
Number)
Wynnefield
Partners Small Cap Value, L.P.
450
Seventh Avenue, Suite 509
New
York,
New York 10123
Attention:
Mr. Nelson Obus
Copy
to:
Jeffrey
S. Tullman, Esq.
Kane
Kessler, P.C.
1350
Avenue of the Americas, 26th
Floor
New
York,
New York 10019
(212)
541-6222
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March
8,
2007
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. x.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 2
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Partners Small Cap Value, L.P.
13-3688497
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E)
࿇
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
806,400
(see Item 5) (1)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
806,400
(see Item 5) (1)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see
Item 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
࿇
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
(1) Includes
20,625 shares issuable upon exercise of warrants to purchase shares of Common
Stock.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 3
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Partners Small Cap Value, L.P. I
13-3953291
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E)
࿇
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
910,400
(see Item 5) (1)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
910,400
(see Item 5) (1)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see
Item 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
࿇
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
(1) Includes
26,250 shares
issuable upon exercise of warrants to purchase shares of Common
Stock.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 4
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Small Cap Value Offshore Fund, Ltd.
(No
IRS Identification No.)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E)
࿇
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
777,000
(see Item 5) (1)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
777,000
(see Item 5) (1)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see
Item 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
࿇
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
(1) Includes
15,625 shares issuable upon exercise
of warrants to purchase shares of Common Stock.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 5
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Capital Management, LLC
13-4018186
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E)
࿇
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-
0 - (see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
1,716,800
(1) (see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 - (see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,716,800
(1) (see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see
Item 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
࿇
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
(Limited Liability Company)
|
||
(1)
Wynnefield Capital Management, LLC holds an indirect beneficial ownership
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.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 6
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield
Capital, Inc.
(No
IRS Identification No.)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E)
࿇
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-
0 - (see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
777,000
(1) (see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 - (see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
777,000
(1) (see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see
Item 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
࿇
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
(1)
Wynnefield Capital, Inc. holds an indirect beneficial ownership interest in
these shares which are directly beneficially owned by Wynnefield Small Cap
Value
Offshore Fund, Ltd.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 7
of 13 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Nelson
Obus
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
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
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-
0 - (see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
2,493,800
(1) (see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 - (see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,493,800
(1) (see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see
Item 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
࿇
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
(1)
Mr.
Obus may be deemed to have an indirect beneficial ownership in such shares
through his positions as a managing member of Wynnefield Capital Management,
LLC
and a principal executive officer of Wynnefield Capital, Inc. Wynnefield Capital
Management, LLC holds an indirect beneficial ownership interest in 1,716,800
shares which are directly beneficially owned by Wynnefield Partners Small Cap
Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital,
Inc. holds an indirect beneficial ownership interest in 777,000 shares
which are directly beneficially owned by Wynnefield Small Cap Value Offshore
Fund, Ltd.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 8
of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Joshua
H. Landes
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
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
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-
0 - (see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
2,493,800
(1) (see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 - (see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,493,800
(1) (see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(see
Item 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
࿇
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
(1)
Mr.
Landes may be deemed to have an indirect beneficial ownership in such shares
through his positions as a managing member of Wynnefield Capital Management,
LLC
and a principal executive officer of Wynnefield Capital, Inc. Wynnefield Capital
Management, LLC holds an indirect beneficial ownership interest in 1,716,800
shares which are directly beneficially owned by Wynnefield Partners Small Cap
Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital,
Inc. holds an indirect beneficial ownership interest in 777,000 shares
which are directly beneficially owned by Wynnefield Small Cap Value Offshore
Fund, Ltd.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 9
of 12 Pages
|
This
Amendment No. 3 (the "Amendment") amends the Statement of Beneficial
Ownership on Schedule 13D, originally filed with the Securities and Exchange
Commission (the "Commission") on March 18, 2005 and as amended by Amendment
No.
1 filed on November 23, 2005 and further amended by Amendment No. 2 filed on
January 30, 2007 (the "Statement") 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, $0.001 par value (the “Shares”), of
TeamStaff, Inc., a New Jersey corporation with its principal executive offices
located at 300 Atrium Drive, South Plainfield, NJ 08873 (the "Issuer"). In
addition, this Amendment is filed on behalf of Nelson Obus (“Mr. Obus”) and
Joshua Landes (“Mr. Landes”, collectively with Partnership, Partnership-I, Fund,
WCM, and Mr. Obus, the "Wynnefield Group"). Unless specifically amended hereby,
the disclosures set forth in the Statement shall remain unchanged.
|
CUSIP
No. 87815U204
|
13D/A
|
Page 10
of 12 Pages
|
Item
5. Interest in Securities of the Issuer.
(a)
- (c)
As of March 8, 2007, the Wynnefield Group beneficially owned in the aggregate
2,493,800 Shares (including:
(i) 20,625 Shares issuable upon exercise of warrants to purchase Shares held
by
Partnership; (ii) 26,250 Shares issuable upon exercise of warrants to purchase
Shares held by Partnership I; and (iii) 15,625
Shares issuable upon exercise of warrants to purchase Shares held by
Fund) constituting approximately 12.9% of the outstanding shares of the
Shares (the percentage of shares owned being based upon 19,243,366 Shares
outstanding on February 13, 2007, as set forth in the Issuer’s most recent
report on Form 10-Q for the quarter ended December 31, 2006, filed with the
Commission on February 14, 2007 plus
62,500 Shares issuable upon exercise of warrants to purchase Shares held by
the
Wynnefield Group). The following table sets forth certain information
with respect to Shares directly beneficially owned by the Wynnefield Group
listed below:
|
Name
|
Number
of Shares
|
Percentage
of Outstanding Shares
|
|
Partnership*
|
806,400
|
4.2%
|
|
Partnership-I
*
|
910,400
|
4.7%
|
|
Fund
**
|
777,000
|
4.0%
|
*
WCM has
an indirect beneficial ownership interest in these Shares.
**
WCI
has an indirect beneficial ownership interest in these Shares.
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 that Partnership and
Partnership-I beneficially own. WCM, as the sole general partner of Partnership
and Partnership-I, has the sole power to direct the voting and disposition
of
the Shares that 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 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 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 that the Fund
beneficially owns.
WCI
as
the sole investment manager of Fund, has the sole power to direct the voting
and
disposition of the Shares that the Fund beneficially owns. Messrs. Obus and
Landes are 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 that WCI may
be
deemed to beneficially own. Each of Messrs. Obus and Landes, as executive
officers of WCI, shares with the other the power to direct the voting and
disposition of the Shares that WCI may be deemed to beneficially
own.
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13D/A
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|
Beneficial ownership of the Shares shown on the cover pages of and set forth elsewhere in this Statement for each member 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) 2,493,800 Shares (excluding: (i) 20,625 Shares issuable upon exercise of warrants to purchase Shares held by Partnership; (ii) 26,250 Shares issuable upon exercise of warrants to purchase Shares held by Partnership I; and (iii) 15,625 Shares issuable upon exercise of warrants to purchase Shares held by Fund) constituting approximately 13% of the outstanding Shares (the percentage of shares owned being based upon 19,243,366 Shares outstanding on February 13, 2007, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended December 31, 2006, filed with the Commission on February 14, 2007 plus 62,500 Shares issuable upon exercise of warrants to purchase Shares held by the Wynnefield Group).
The
filing of this Statement and any future amendment by the Wynnefield Group,
and
the inclusion of information herein and therein with respect to WCM, WCI and
Messrs. Obus and Landes, shall not be considered an admission that any of such
persons, for the purpose of Section 16(b) of the Exchange Act, are the
beneficial owners of any shares in which such persons do not have a pecuniary
interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial
ownership of the shares covered by this Statement.
Except
as
set forth below, to the best knowledge of the Wynnefield Group, except as
described in this Statement, 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, and there have been no transactions in the Shares affected 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.
The
Wynnefield Group has purchased Shares during the last 60 days, as
follows:
|
Name
|
Date
|
Number
of Shares
|
Price
Per Share
|
|
Partnership
|
January
18, 2007
|
22,800
|
$1.20
|
|
Fund
|
February 26, 2007 |
18,000
|
$1.0399
|
|
Fund
|
February 27, 2007 |
75,000
|
$1.0910
|
|
Fund
|
March 1, 2007 |
100,000
|
$1
|
(d) No
person, other than each member 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.
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13D/A
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Page 12
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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.
Date:
March 12, 2007
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
/s/
Joshua H. Landes_______________________
Joshua
H.
Landes, Individually
/s/
Nelson Obus___________________________
Nelson
Obus, Individually