Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D/A
Amendment No. 3

Under the Securities Exchange Act of 1934

MAM Software Group, Inc.
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name of Issuer)
 
Common Stock, $0.0001 par value
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title of Class of Securities)
 
00210T102
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(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)

October 28, 2010
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(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. 00210T102
 
13D
Page 2 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. 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
 
7,080,722             (See Item 5)
8
SHARED VOTING POWER
 
0  (See Item 5)
9
SOLE DISPOSITIVE POWER
 
7,080,722             (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0  (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,080,722             (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)
5.1%
14
 
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
CUSIP NO. 00210T102
 
13D
Page 3 of 15
 
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)
(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
 
12,523,203                      (See Item 5)
8
SHARED VOTING POWER
 
0   (See Item 5)
9
SOLE DISPOSITIVE POWER
 
12,523,203                      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0   (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,523,203                      (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)
9.1%
14
 
TYPE OF REPORTING PERSON*
 
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
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
 
9,260,652             (See Item 5)
8
SHARED VOTING POWER
 
0                        (See Item 5)
9
SOLE DISPOSITIVE POWER
 
9,260,652             (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0   (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9,260,652             (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)
6.7%
14
 
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
CUSIP NO. 00210T102
 
13D
Page 5 of 15
 
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)
(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
 
16,341,374             (See Item 5)
8
SHARED VOTING POWER
 
0                       (See Item 5)
9
SOLE DISPOSITIVE POWER
 
16,341,374             (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0     (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,341,374             (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)
11.9 %
14
 
TYPE OF REPORTING PERSON*
 
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
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
 
44,743            (See Item 5)
8
SHARED VOTING POWER
 
0                        (See Item 5)
9
SOLE DISPOSITIVE POWER
 
44,743              (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0                         (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    44,743             (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)
0.03%
14
 
TYPE OF REPORTING PERSON*
 
CO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
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
 
1,658,500             (See Item 5)
8
SHARED VOTING POWER
 
0                        (See Item 5)
9
SOLE DISPOSITIVE POWER
 
1,658,500             (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0                         (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,658,500             (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)
1.2%
14
 
TYPE OF REPORTING PERSON*
 
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
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
 
12,523,203             (See Item 5)
8
SHARED VOTING POWER
 
0                        (See Item 5)
9
SOLE DISPOSITIVE POWER
 
12,523,203             (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0                         (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    12,523,203             (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)
9.1 %
14
 
TYPE OF REPORTING PERSON*
 
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
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
 
  1,703,243             (See Item 5)
8
SHARED VOTING POWER
 
28,864,577      (See Item 5)
9
SOLE DISPOSITIVE POWER
 
  1,703,243             (See Item 5)
10
SHARED DISPOSITIVE POWER
 
28,864,577      (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,567,820                                             (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)
22.2%
14
 
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
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
 
28,864,577      (See Item 5)
9
SOLE DISPOSITIVE POWER
 
  0             (See Item 5)
10
SHARED DISPOSITIVE POWER
 
28,864,577      (See Item 5)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,864,577             (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)
 21.0%
14
 
TYPE OF REPORTING PERSON*
 
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
CUSIP NO. 00210T102
 
13D
Page 11 of 15
 
Item 1.  Security and Issuer.

This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.0001 per share (the “Common Stock”) of MAM Software Group, Inc. (the “Issuer”). This Amendment amends and supplements the Items set forth below of the Wynnefield Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on March 19, 2008, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on December 5, 2008 by Amendment No.2 filed with the Securities and Exchange Commission on April 13, 2009 (collectively, the “Statement”). Terms defined in the Statement are used herein with the same meaning.
 
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 $1,314,688 (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.
 
Item 5.   Interest in Securities of the Issuer.
 
(a), (b) and (c) As of October 28, 2010, the Wynnefield Reporting Persons beneficially owned in the aggregate 30,567,820 shares of Common Stock, constituting approximately 22.2% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 137,910,887 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2010, filed with the Commission on November 1, 2010).
 
The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
  
Number of Common Stock
  
Percentage of Outstanding Common Stock
         
Partners
  
7,080,722
  
5.1%
         
Partners I
  
9,260,652
  
6.7%
         
Offshore
  
12,523,203
  
9.1%
         
Plan
  
44,743
  
.03%
         
Channel
  
1,658,500
  
1.2%
 
WCM is the sole general partner of Partners and 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 Partners and Partners I beneficially own. WCM, as the sole general partner of Partners and Partners I, has the sole power to direct the voting and disposition of the Common Stock that Partners and 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.  Each of Messrs. Obus and Landes, as co-managing members of WCM, has the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
 
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. Each of Messrs. Obus and Landes are 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. Each of Messrs. Obus and Landes, as an executive officer of WCI, has the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
 
 
CUSIP NO. 00210T102
 
13D
Page 12 of 15
 
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.
 
Mr. Obus, as the general partner of Channel, has the sole power to direct the voting and disposition of the shares of Common Stock beneficially owned by Channel. 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 Channel 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) in the aggregate 30,567,820 shares of Common Stock, constituting approximately 22.2% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 137,910,887 shares of Common Stock outstanding as of November 1, 2010, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2010, filed with the Commission on November 1, 2010.).
 
 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.
 
The Wynnefield Reporting Persons have purchased shares of Common Stock during the last 60 days, as follows (prices do not reflect brokerage commissions).
 
 
CUSIP NO. 00210T102
 
13D
Page 13 of 15
 
The Wynnefield Reporting Persons have purchased shares of Common Stock during the last 60 days, as follows;
 
Name
Date
Number of Shares
Price Per Share
Partners I
September 22, 2010
41,000
  
$.082
 
September 23, 2010
70,930
  
$.091
 
September 23, 2010
51,250
  
$.082
 
October 28, 2010
5,498,007
  
$.065
 
November 4, 2010
274,592
  
$.08
         
Partners
September 22, 2010
30,000
  
$.082
 
September 23, 2010
53,630
  
$.091
 
September 23, 2010
38,750
  
$.082
 
October 28, 2010
4,336,114
  
$.065
         
Offshore
September 22, 2010
29,000
  
$.082
 
September 23, 2010
48,440
  
$.091
 
September 23, 2010
35,000
  
$.082
 
October 28, 2010
7,733,809
  
$.065
         
Plan
October 28, 2010
7,733,809
  
$.065
         
Channel
October 28, 2010
1,033,500
  
$.065
 
(d) and (e).  Not Applicable.
 
 
CUSIP NO. 00210T102
 
13D
Page 14 of 15
 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
 
Dated:  November 8, 2010
 
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 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 SMALL CAP VALUE OFFSHORE FUND, LTD.
 
By:   Wynnefield Capital, Inc.,
 its Investment Manager

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

 
CHANNEL PARTNERSHIP II, L.P

By:  /s/ Nelson Obus
Nelson Obus, General Partner
 
 
CUSIP NO. 00210T102
 
13D
Page 15 of 15


 
WYNNEFIELD CAPITAL, INC. PROFIT SHAREING & MONEY PURCHASE PLAN

By:   /s/ Nelson Obus
Nelson Obus, Managing Member
 
/s/ Nelson Obus
Nelson Obus, Individually

/s/ Joshua Landes
Joshua Landes, Individually