CUSIP No. 00210T102
|
Page 2 of 15 Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. (“Partners”) 13-3688497
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
|
7
|
SOLE VOTING POWER
866,419 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
866,419 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
866,419 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 00210T102
|
Page 3 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
1,334,742 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
1,334,742 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,334,742 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No. 00210T102
|
Page 4 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
1,170,216 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
1,170,216 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,170,216 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 00210T102
|
Page 5 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
2,036,635 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
2,036,635 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,635 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
|
||
14
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 00210T102
|
Page 6 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
4,474 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
4,474 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,474 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
|
||
14
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No. 00210T102
|
Page 7 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
175,466 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
175,466 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,466 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No. 00210T102
|
Page 8 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
1,334,742 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
1,334,742 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,334,742 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No. 00210T102
|
Page 9 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
3,371,377 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
179,940 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
3,371,377 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
179,940 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,551,317 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No. 00210T102
|
Page 10 of 15 Pages
|
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* (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
|
7
|
SOLE VOTING POWER
3,371,377 (See Item 5)
|
|
OWNED BY
EACH
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
3,371,377 (See Item 5)
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,551,317 (See Item 5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
Name
|
Number of Common Stock
|
Percentage of Outstanding Common Stock
|
Partners
|
866,419
|
6.1%
|
Partners I
|
1,170,216
|
8.3%
|
Offshore
|
1,334,742
|
9.5%
|
Plan
|
4,474
|
.03%
|
Channel
|
175,466
|
1.2%
|
Name
|
Date
|
Number of Shares
|
Price Per Share
|
|
Partners I
|
May 9, 2011
|
5,593
|
$1.6283
|
|
May 10, 2011
|
70,937
|
$1.6891
|
||
May 27, 2011
|
62,980
|
$1.75
|
||
Partners
|
May 9, 2011
|
3,808
|
$1.6283
|
|
May 10, 2011
|
49,051
|
$1.6891
|
||
May 27, 2011
|
42,880
|
$1.75
|
||
Offshore
|
May 9, 2011
|
2,499
|
$1.6283
|
|
May 10, 2011
|
35,236
|
$1.6891
|
||
May 27, 2011
|
28,140
|
$1.75
|
||
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
|
|||
By:
|
Wynnefield Capital Management, LLC, General Partner
|
||
By:
|
/s/ Nelson Obus
|
||
Nelson Obus, Managing Member
|
|||
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
|
|||
By:
|
Wynnefield Capital Management, LLC, General Partner
|
||
By:
|
/s/ Nelson Obus
|
||
Nelson Obus, Managing Member
|
|||
CHANNEL PARTNERSHIP II, LP
|
|||
By:
|
Wynnefield Capital Management, LLC, General Partner
|
||
By:
|
/s/ Nelson Obus
|
||
Nelson Obus, Managing Member
|
|||
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
|
|||
By:
|
Wynnefield Capital, Inc.
|
||
By:
|
/s/ Nelson Obus
|
||
Nelson Obus, President
|
|||
WYNNEFIELD CAPITAL, INC. PROFIT SHARING & MONEY PURCHASE 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
|