UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
Hampshire Group, Limited
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
408859106
(CUSIP Number)
Wynnefield Partners Small Cap Value, L.P. I
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)
November 29, 2012
(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 ¨
CUSIP No. 408859106
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13D/A | Page 2 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
WC |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
267,936 (See Item 5) |
8 |
SHARED VOTING POWER
0 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
267,936 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,936 (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)
3.6% |
14
|
TYPE OF REPORTING PERSON*
PN |
CUSIP No. 408859106
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13D/A | Page 3 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value L.P. 13-3688497
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS* WC |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
181,421 (See Item 5) |
8 |
SHARED VOTING POWER
0 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
181,421 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,421 (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)
2.4% |
14
|
TYPE OF REPORTING PERSON*
PN |
CUSIP No. 408859106
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13D/A | Page 4 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
WC |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
151,377 (See Item 5) |
8 |
SHARED VOTING POWER
0 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
151,377 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,377 (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)
2.0% |
14
|
TYPE OF REPORTING PERSON*
CO |
CUSIP No. 408859106
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13D/A | Page 5 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing Plan |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
WC |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
105,250 (See Item 5) |
8 |
SHARED VOTING POWER
0 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
105,250 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,250 (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)
1.4% |
14
|
TYPE OF REPORTING PERSON*
CO |
CUSIP No. 408859106
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13D/A | Page 6 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186 |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
449,357 (See Item 5) |
8 |
SHARED VOTING POWER
0 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
449,357 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,357 (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)
6.0% |
14
|
TYPE OF REPORTING PERSON*
OO |
CUSIP No. 408859106
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13D/A | Page 7 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495 |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
151,377 (See Item 5) |
8 |
SHARED VOTING POWER
0 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
151,377 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,377 (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)
2.0% |
14
|
TYPE OF REPORTING PERSON*
CO |
CUSIP No. 408859106
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13D/A | Page 8 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS*
N/A |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
105,250 (See Item 5) |
8 |
SHARED VOTING POWER
600,684 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
105,250 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
600,684 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,934 (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)
9.4% |
14
|
TYPE OF REPORTING PERSON*
IN |
CUSIP No. 408859106
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13D/A | Page 9 of 14 |
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes |
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
8 |
SHARED VOTING POWER
600,734 (See Item 5) | |
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
10 |
SHARED DISPOSITIVE POWER
600,734 (See Item 5) |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,734 (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)
8.0% |
14
|
TYPE OF REPORTING PERSON*
IN |
CUSIP No. 408859106
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13D/A | Page 10 of 14 |
This Amendment No. 1 (the “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2012 (together with the Amendment, the “Schedule 13D”) with respect to the shares of common stock, $0.10 par value per share (the “Common Stock”) of Hampshire Group, Limited (the “Issuer”), whose principal executive offices are located at 114 W. 41st Street, New York, New York 10036. Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $1,965,600 (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.
CUSIP No. 408859106
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Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended to include the following:
On November 29, 2012, the Wynnefield Reporting Persons sent a letter dated November 29, 2012 (the “Letter”) to the Issuer’s Board of Directors (the “Board”) advising the Board that, in Wynnefield’s view, the Board’s failure to respond to the Wynnefield Reporting Person’s letter dated November 12, 2012, requesting a meeting with the Board to discuss the Issuer’s poor financial performance is neglecting the Board’s fiduciary duty. The Wynnefield Reporting Persons are considering further steps to protect the interests of the Issuer’s stockholders from further destruction of shareholder value. A copy of the Letter is filed herewith and attached hereto as Exhibit 3 and incorporated herein by reference. Any descriptions herein of the Letter are qualified in their entirety by reference to the Letter.
Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a), (b) and (c) As of November 29, 2012, the Wynnefield Reporting Persons beneficially owned in the aggregate 705,934 shares of Common Stock, constituting approximately 9.4% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 7,517,903 shares of Common Stock outstanding as of November 3, 2012, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 29, 2012, filed with the Securities and Exchange Commission on November 8, 2012).
Name | Number of Common Stock | Percentage of Outstanding Common Stock | ||
Partners | 181,421 | 2.4% | ||
Partners I | 267,936 | 3.6% | ||
Offshore | 151,377 | 2.0% | ||
Plan | 105,250 | 1.4% |
WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners 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 Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners 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 Common Stock that WCM may be deemed to beneficially own. Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
CUSIP No. 408859106
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13D/A | Page 12 of 14 |
WCI is the sole investment manager of Offshore 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 Common Stock that Offshore beneficially owns. WCI, as the sole investment manager of Offshore, has the sole power to direct the voting and disposition of the Common Stock that Offshore beneficially owns. Messrs. Obus and Landes are the executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Plan beneficially owns. Accordingly, Mr. Obus 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 Plan may be deemed to beneficially own.
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D 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) 705,934 shares of Common Stock, constituting approximately 9.4% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 7,517,903 shares of Common Stock outstanding as of November 3, 2012, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 29, 2012, filed with the Securities and Exchange Commission on November 8, 2012).
The filing of this Schedule 13D 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 Schedule 13D.
CUSIP No. 408859106
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13D/A | Page 13 of 14 |
The Wynnefield Reporting Persons have acquired shares of Common Stock in open market transactions with brokers during the last 60 days, as follows;
Name | Date | Number of Shares | Price Per Share | |||||||||
Partnership | October 14, 2012 | 181 | $ | 2.72 | ||||||||
Partnership I | October 14, 2012 | 268 | $ | 2.72 | ||||||||
Fund | October 14, 2012 | 151 | $ | 2.72 | ||||||||
Partnership | November 2, 2012 | 90,419 | $ | 2.90 | ||||||||
Partnership I | November 2, 2012 | 133,532 | $ | 2.90 | ||||||||
Fund | November 2, 2012 | 75,449 | $ | 2.90 | ||||||||
Partnership | November 5, 2012 | 75,420 | $ | 2.90 | ||||||||
Partnership I | November 5, 2012 | 111,381 | $ | 2.90 | ||||||||
Fund | November 5, 2012 | 62,933 | $ | 2.90 | ||||||||
Partnership | November 9, 2012 | 446 | $ | 2.95 | ||||||||
Partnership I | November 9, 2012 | 302 | $ | 2.95 | ||||||||
Fund | November 9, 2012 | 252 | $ | 2.95 | ||||||||
Partnership | November 26, 2012 | 2,475 | $ | 3.03 | ||||||||
Partnership I | November 26, 2012 | 3,656 | $ | 3.03 | ||||||||
Fund | November 26, 2012 | 2,066 | $ | 3.03 | ||||||||
Partnership | November 27, 2012 | 9,997 | $ | 3.04 | ||||||||
Partnership I | November 27, 2012 | 14,764 | $ | 3.04 | ||||||||
Fund | November 27, 2012 | 8,342 | $ | 3.04 | ||||||||
Partnership | November 28, 2012 | 2,627 | $ | 3.03 | ||||||||
Partnership I | November 28, 2012 | 3,889 | $ | 3.03 | ||||||||
Fund | November 28, 2012 | 2,184 | $ | 3.03 |
(d) and (e). Not Applicable
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 3 - Letter dated as of November 29, 2012.
CUSIP No. 408859106
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13D/A | Page 14 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 29, 2012 | |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I | |
By: | Wynnefield Capital Management, LLC, |
its General Partner | |
By: | /s/ Nelson Obus |
Nelson Obus, Co-Managing Member | |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | |
By: | Wynnefield Capital Management, LLC, |
its General Partner | |
By: | /s/ Nelson Obus |
Nelson Obus, Co-Managing Member | |
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | |
By: | Wynnefield Capital, Inc., |
its Investment Manager | |
By: | /s/ Nelson Obus |
Nelson Obus, President | |
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN | |
By: | /s/ Nelson Obus |
Nelson Obus, Portfolio Manager | |
WYNNEFIELD CAPITAL MANAGEMENT, LLC | |
By: | /s/ Nelson Obus |
Nelson Obus, Co-Managing Member | |
WYNNEFIELD CAPITAL, INC. | |
By: | /s/ Nelson Obus |
Nelson Obus, President | |
/s/ Nelson Obus | |
Nelson Obus, Individually | |
/s/ Joshua Landes | |
Joshua Landes, Individually |