UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 5
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)
February
22, 2008
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(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 14 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
1,011,400
(see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,011,400
(see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,011,400
(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)
5.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 3
of 14 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
1,275,400
(see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,275,400
(see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,400
(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)
6.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 4
of 14 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
1,307,000
(see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,307,000
(see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,307,000
(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)
6.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 5
of 14 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
2,286,800
(see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,286,800
(see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,286,800 (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)
11.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
(Limited Liability Company)
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 6
of 14 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
1,307,000
(see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,307,000
(see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,307,000 (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)
6.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 7
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Channel
Partnership II, L.P.
22-3215653
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
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
50,000
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(See
Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
50,000
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(See Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
(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)
0.3
%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 8
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital, Inc. Profit Sharing Plan, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
࿇
(b) X
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
N/A
|
||
|
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
50,000
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
-0-
(See
Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
50,000
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
(See Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
(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)
0.3
%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 9
of 14 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
100,000
(see Item 5)
|
|
|
8
|
SHARED
VOTING POWER
3,593,800
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
100,000
(see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,593,800
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,693,800 (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)
19.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 10
of 14 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
3,593,800
(see Item 5)
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-
0 - (see Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,593,800
(see Item 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,593,800 (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)
18.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No. 87815U204
|
13D/A
|
Page 11
of 14 Pages
|
This
Amendment No. 5 (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, and further amended by Amendment No. 3 filed on March 12,
2007, and
further amended by Amendment No. 4 filed on March 26, 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"), Nelson Obus (“Mr. Obus”)
and Joshua Landes (“Mr. Landes”), 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 being filed on behalf of Channel
Partnership II, L.P. ("Channel") and Wynnefield Capital Inc. Profit Sharing
Plan
Inc. ("Profit Sharing Plan"). Unless
specifically amended hereby, the disclosures set forth in the Statement shall
remain unchanged.
Item
2. Identity and Background.
Item
2 of
the Statement is hereby amended and restated in its entirety as
follows:
This
Statement is filed by the Wynnefield Reporting Persons.
(a),
(b),
(c) and (f). The “Wynnefield Reporting Persons” are Partnership, the Fund,
Partnership-I, Channel, WCM, WCI, the Profit Sharing Plan and Nelson Obus
and
Joshua Landes. The Wynnefield Reporting Persons are each separate and distinct
entities with different beneficial owners (whether designated as limited
partners or stockholders).
WCM,
a
New York limited liability company, is the general partner of the Partnership
and the 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 is also the general partner
of
Channel, a private investment company organized as a limited partnership
under
the laws of the State of New York. The Profit Sharing Plan is an employee
profit
sharing plan organized under the laws of the State of Delaware. Mr. Obus,
as
portfolio manager of the Profit Sharing Plan, has the power to direct the
vote
and the disposition of the shares held by the Profit Sharing Plan. Mr. Obus
and
Mr. Landes are citizens of the United States of America.
The
business address of the Wynnefield Reporting Persons is 450 Seventh Avenue,
Suite 509, New York, New York 10123.
(d)
and
(e). During the last five years, none of the Wynnefield Reporting Persons
have
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.
The
securities reported in this Statement as directly beneficially owned by
the
Wynnefield Reporting Persons were acquired with funds of approximately
$3,055,612.00 (including brokerage commissions). All such funds were provided
from the working capital or personal funds of the Wynnefield Reporting
Persons
who directly beneficially own such securities.
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Item
5. Interest in Securities of the Issuer.
Item 5
of the Statement is hereby amended and restated in its entirety as
follows:
(a)
- (c)
As of February 22, 2008, the Wynnefield Reporting Persons beneficially owned
in
the aggregate 3,693,800 Shares constituting approximately 19.0% of the
outstanding shares of the Shares (the percentage of shares owned being based
upon 19,403,366 Shares outstanding on February 13, 2008, as set forth in the
Issuer’s most recent report on Form 10-Q for the quarter ended December 31,
2007, filed with the Commission on February 14, 2008. The following table sets
forth certain information with respect to Shares directly beneficially owned
by
the Wynnefield Reporting Persons listed below:
|
Name
|
Number
of Shares
|
Percentage
of Outstanding Shares
|
|
|
Partnership*
|
1,011,400
|
5.2%
|
|
|
Partnership-I
*
|
1,275,400
|
6.6%
|
|
|
Fund
**
|
1,307,000
|
6.7%
|
|
|
Channel
***
|
50,000
|
0.3%
|
|
|
Profit
Sharing Plan ***
|
50,000
|
0.3%
|
|
*
WCM has
an indirect beneficial ownership interest in these Shares.
**
WCI
has an indirect beneficial ownership interest in these Shares.
***
Mr.
Obus 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.
Mr.
Obus
is the portfolio manager for the Profit Sharing Plan and accordingly, Mr.
Obus
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 Profit Sharing Plan may be deemed to beneficially own. Mr.
Obus,
as a portfolio manager for the Profit Sharing Plan, has the sole power to
direct
the voting and disposition of the shares of Common Stock beneficially owned
by
the Profit Sharing Plan.
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.
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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 Reporting Persons 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 Reporting Persons 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) 3,693,800 Shares constituting approximately 19.0% of the outstanding Shares (the percentage of shares owned being based upon 19,403,366 Shares outstanding on February 13, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended December 31, 2007, filed with the Commission on February 14, 2008).
The
filing of this Statement and any future amendment by the Wynnefield Reporting
Persons , 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 Reporting Persons,
except as described in this Statement, none of the Wynnefield Reporting Persons,
any person in control (ultimately or otherwise) of the Wynnefield Reporting
Persons, 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 Reporting
Persons, any person in control of the Wynnefield Reporting Persons (ultimately
or otherwise), or any general partner, executive officer or director thereof,
as
applicable.
The
Wynnefield Reporting Persons have purchased Shares during the last 60 days
as set forth below, each of which was made in a broker's transaction in the
open market. Prices do not include brokerage commissions.
|
Name
|
Date
|
Number
of Shares
|
Price
Per Share
|
|
Partnership
|
February 22, 2008 |
265,000
|
$.70
|
|
Partnership-I
|
February 22, 2008 |
365,000
|
$.70
|
|
Fund
|
February 22, 2008 |
270,000
|
$.70
|
|
Channel
|
February 22, 2008 |
50,000
|
$.70
|
| Profit Sharing Plan | February 22, 2008 |
50,000
|
$.70
|
(d) No
person, other than each member of the Wynnefield Reporting Persons 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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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:
February ___, 2008
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
WYNNEFIELD
CAPITAL, INC. PROFIT SHARING PLAN, INC.
By:
/s/
Nelson Obus
_______________________________________
Nelson
Obus, Authorized Signatory
CHANNEL
PARTNERSHIP II, L.P.
By:
/s/
Nelson Obus
_______________________________________
Nelson
Obus, General Partner