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
7,578,593 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
7,578,593 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,578,593 (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)
5.5%
|
||
14
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
NO. 00210T102
|
13D
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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
12,560,463 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
12,560,463 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,560,463 (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
|
CUSIP
NO. 00210T102
|
13D
|
Page 4 of
15
|
1
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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
10,178,851 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
10,178,851 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,178,851 (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)
7.4%
|
||
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
17,757,444 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
17,757,444 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,757,444 (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)
12.9 %
|
||
14
|
TYPE
OF REPORTING PERSON*
OO
|
CUSIP
NO. 00210T102
|
13D
|
Page 6 of
15
|
1
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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
|
CUSIP
NO. 00210T102
|
13D
|
Page 7 of
15
|
1
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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
|
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
12,560,463 (See
Item 5)
|
|
8
|
SHARED
VOTING POWER
0 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
12,560,463 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
0 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,560,463 (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
|
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
30,317,907 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
1,703,243 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
30,317,907 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,021,150 (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)
23.2%
|
||
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
30,317,907 (See
Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
0 (See
Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
30,317,907 (See
Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,317,907 (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)
22.0%
|
||
14
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
NO. 00210T102
|
13D
|
Page 11 of
15
|
Name
|
Number of Common Stock
|
Percentage of Outstanding Common Stock
|
||
Partners
|
7,578,593
|
5.5%
|
||
Partners
I
|
10,178,851
|
7.4%
|
||
Offshore
|
12,560,463
|
9.1%
|
||
Plan
|
44,743
|
.03%
|
||
Channel
|
1,658,500
|
1.2%
|
CUSIP
NO. 00210T102
|
13D
|
Page 12 of
15
|
CUSIP
NO. 00210T102
|
13D
|
Page 13 of
15
|
Name
|
Date
|
Number
of Shares
|
Price
Per Share
|
|
Partners I |
October
28, 2010
|
5,498,007
|
$.065
|
|
November
4, 2010
|
274,592
|
$.08
|
||
November 10, 2010 |
57,960
|
$0.1488 | ||
December 14, 2010 |
860,239
|
$0.13 | ||
Partners |
October
28, 2010
|
4,336,114
|
$.065
|
|
November 10, 2010 |
42,780
|
$0.1488 | ||
December 14, 2010 |
455,091
|
$0.13 | ||
Offshore |
October
28, 2010
|
7,733,809
|
$.065
|
|
November 10, 2010 |
37,260
|
$0.1488 | ||
Plan
|
October
28, 2010
|
7,733,809
|
$.065
|
|
Channel
|
October
28, 2010
|
1,033,500
|
$.065
|
CUSIP
NO. 00210T102
|
13D
|
Page 14 of
15
|
CUSIP
NO. 00210T102
|
13D
|
Page 15 of
15
|