|
New
York
|
11-2520310
|
|
(State
or jurisdiction of Incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
Accelerated
filer o
|
|
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
|
(Do
not check if a smaller reporting company)
|
|
Title
of Securities to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
|
Common
Stock, par value $.001 per share
|
500,000
shares
|
$6.26
(2)
|
$3,130,000
|
$223.17
|
|
Total
|
$223.17
|
|
(1)
|
Pursuant
to Rule 416, there are also being registered additional securities as may
be issued as a result of anti-dilution provisions under the Performance
Equity Plan 2009.
|
|
(2)
|
Pursuant
to Rule 457(c) and 457(h) promulgated under the Securities Act of 1933, as
amended, the proposed maximum offering price per share was calculated on
the basis of the average of the high and low prices of our common stock as
reported on the NYSE Amex LLC on January 28,
2010.
|
|
Item
1.
|
Plan
Information.*
|
|
Item
2.
|
Registrant
Information and Employee Plan Annual
Information.*
|
|
Item
3.
|
Incorporation
of Documents by Reference.
|
|
·
|
Our
Annual Report on Form 10-K for the year ended December 31, 2008 (filed on
March 26, 2009);
|
|
·
|
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009
(filed on May 14, 2009), June 30, 2009 (filed on August 14, 2009) and
September 30, 2009 (filed on November 13,
2009);
|
|
·
|
Our
Current Reports on Form 8-K dated March 25, 2009 (filed on March 25,
2009), May 12, 2009 (filed on May 12, 2009), July 7, 2009 (filed on July
13, 2009), August 11, 2009 (filed on August 11, 2009), September 17, 2009
(filed on September 17, 2009 and amended on September 18, 2009),
November 10, 2009 (filed on November 10, 2009), December21, 2009 (filed on
December 21, 2009) and january 4, 2010 (filed on January 4,
2010).
|
|
·
|
Our
Proxy Statement, dated April 30, 2009, and supplement thereto dated May 8,
2009; and
|
|
·
|
The
description of the common stock contained in our Form 8-A (File No.
001-11398), filed pursuant to Section 12(b) of the Exchange Act, including
any amendment(s) or report(s) filed for the purpose of updating such
description.
|
|
Item
4.
|
Description
of Securities.
|
|
Item
5.
|
Interests
of Named Experts and Counsel.
|
|
Item
6.
|
Indemnification
of Directors and Officers.
|
|
Item
7.
|
Exemption
from Registration Claimed.
|
|
Item
8.
|
Exhibits.
|
|
4.1
|
Performance
Equity Plan (incorporated by reference to Appendix A to the Registrant’s
Proxy Statement filed on April 30,
2009).
|
|
5.1
|
Opinion
of Graubard Miller.*
|
|
23.1
|
Consent
of J.H. Cohn LLP, independent registered certified public accountants for
Registrant.*
|
|
23.2
|
Consent
of Graubard Miller (included in Exhibit
5.1).
|
|
24.1
|
Power
of Attorney (included on the signature page
hereto).
|
|
Item
9.
|
Undertakings.
|
|
(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities
Act;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
|
By:
|
/s/
Edward J. Fred
|
|
Edward
J. Fred,
|
|
|
President
and Chief Executive Officer
|
|
Signatures
|
Title
|
Date
|
|
/s/ Eric Rosenfeld
Eric
Rosenfeld
|
Chairman
of the Board of Directors
|
February
3, 2010
|
|
/s/ Edward J. Fred
Edward
J. Fred
|
Chief
Executive Officer, President and Director (Principal Executive
Officer)
|
February
3, 2010
|
|
/s/ Vincent Palazzolo
Vincent
Palazzolo
|
Chief
Financial Officer and Secretary (Principal Financial Officer and Principal
Accounting Officer)
|
February
3, 2010
|
|
/s/ Walter Paulick
Walter
Paulick
|
Director
|
February
3, 2010
|
|
/s/ Kenneth McSweeney
Kenneth
McSweeney
|
Director
|
February
3, 2010
|
|
/s/ Harvey J. Bazaar
Harvey
J. Bazaar
|
Director
|
February
3, 2010
|
|
Exhibit
No.
|
Description
|
|
4.1
|
Performance
Equity Plan (incorporated by reference to Appendix A to the Registrant’s
Proxy Statement filed on April 30,
2009).
|
|
5.1
|
Opinion
of Graubard Miller.*
|
|
23.1
|
Consent
of J.H. Cohn LLP, independent registered certified public accountants for
Registrant.*
|
|
23.2
|
Consent
of Graubard Miller (included in Exhibit
5.1).
|
|
24.1
|
Power
of Attorney (included on the signature page
hereto).
|