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
|
CUSIP
NO. 00210T102
|
13D
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Page 2 of
15
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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)
(a)
[ ]
(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
3,155,427 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
3,155,427 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,155,427 (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)
4.0%
|
||
14
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
NO. 00210T102
|
13D
|
Page 3 of
15
|
1
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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)
(a)
[ ]
(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
3,559,597 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
3,559,597 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,559,597 (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)
4.5%
|
||
14
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
NO. 00210T102
|
13D
|
Page 4 of
15
|
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)
(a)
[ ]
(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
3,727,819 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
3,727,819 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,727,819 (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)
4.7%
|
||
14
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
NO. 00210T102
|
13D
|
Page 5 of
15
|
1
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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)
(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
New
York
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
6,883,246 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
6,883,246 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,883,246 (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)
8.7
%
|
||
14
|
TYPE
OF REPORTING PERSON*
OO
|
CUSIP
NO. 00210T102
|
13D
|
Page 6 of
15
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital, Inc. Profit Sharing & Money Purchase
Plan
|
||
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
Delaware
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
410,431 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
410,431 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,431 (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)
0.5%
|
||
14
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
NO. 00210T102
|
13D
|
Page 7 of
15
|
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*
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
1,250,000 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
1,250,000 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000 (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)
1.6%
|
||
14
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
NO. 00210T102
|
13D
|
Page 8 of
15
|
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)
(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
Delaware
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,559,597 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
3,559,597 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,559,597 (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)
4.5
%
|
||
14
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
NO. 00210T102
|
13D
|
Page 9 of
15
|
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)
(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
1,266,864 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
10,442,843 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
1,266,864 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
10,442,843 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,709,707 (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)
14.8%
|
||
14
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
NO. 00210T102
|
13D
|
Page 10 of
15
|
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
10,442,843 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
0 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
10,442,843 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,442,843 (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)
13.2%
|
||
14
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
NO. 00210T102
|
13D
|
Page 11 of
15
|
Name
|
Number of Common Stock
|
Percentage of Outstanding Common
Stock
|
Wynnefield
Partners
|
3,155,427
|
4.0%
|
Wynnefield
Partners I
|
3,727,819
|
4.7%
|
Wynnefield
Offshore
|
3,559,597
|
4.5%
|
Profit
Sharing Plan
|
410,431
|
0.5%
|
Channel
Partnership II
|
1,250,000
|
1.6%
|
CUSIP
NO. 00210T102
|
13D
|
Page 12 of
15
|
CUSIP
NO. 00210T102
|
13D
|
Page 13 of
15
|
Name
|
Date
|
Number
of Shares
|
Price
Per Share
|
Profit
Sharing Plan
|
3/18/09
|
10,000
|
$0.03
|
Profit
Sharing Plan
|
3/23/09
|
6,894
|
$0.03
|
Wynnefield
Partners I
|
3/27/09
|
161,900
|
$0.03
|
Wynnefield
Partners
|
3/27/09
|
117,231
|
$0.03
|
Wynnefield
Offshore
|
3/27/09
|
131,300
|
$0.03
|
CUSIP
NO. 00210T102
|
13D
|
Page 14 of
15
|
CUSIP
NO. 00210T102
|
13D
|
Page 15 of
15
|