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CUSIP No. 84842R 304
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harvey Kesner
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
PF/AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
1,013(1)
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8.
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SHARED VOTING POWER
28,782 (2)
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9.
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SOLE DISPOSITIVE POWER
1,013 (1)
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10.
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SHARED DISPOSITIVE POWER
28,782 (2)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,795
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63% (based on 820,518 shares of Common Stock issued and outstanding as of May 31, 2013)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) Represents options to purchase 1,013 shares of Common Stock at an exercise price of $9.87 per share awarded November 16, 2012 exercisable within 60 days. Excludes options to purchase 750,000 shares of Common Stock at an exercise price of $7.08 per share awarded April 4, 2013 and options to purchase 250,000 shares of Common Stock at an exercise price of $7.08 per share awarded April 4, 2013 subject to certain vesting conditions, including a VWAP of $12.00 per share for 30 of 90 consecutive days prior to December 31, 2014.
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(2) Represents (i) 9,391 shares of Common Stock purchased by Paradox Capital Partners, LLC in a Private Placement on November 7, 2012, (ii) warrants to purchase 9,391 shares of Common Stock purchased by Paradox Capital Partners, LLC, in a Private Placement on November 7, 2012 and (iii) a restricted stock award of 10,000 shares of Common Stock issued on December 12, 2012 that may vest within 60 days held by Paradox Capital Partners LLC. Excluded from the aggregate beneficially owned shares are 110,000 shares of Common Stock held by U.S. Commonwealth Life A.I. (“USL”) of which The Four Camps 2013 Trust is beneficiary. Harvey Kesner is the sole member and manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities of the Company held by Paradox Capital Partners LLC. The Reporting Person exercises no investment or voting power and disclaims beneficial ownership of the shares held by USL. Beneficiaries of The Four Camps 2013 Trust include the children of the Reporting Person. Although the Reporting Person disclaims beneficial ownership of such shares, if aggregated, the percent of the class represented by the aggregate amount beneficially owned and the excluded shares would be approximately 16.9% (based on 820,518 shares of Common Stock issued and outstanding as of May 31, 2013).
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CUSIP No. 84842R 304
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paradox Capital Partners LLC (1)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
28,782 (2)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
28,782 (2)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,782 (1) (2)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.51% (based on 820,518 shares of Common Stock issued and outstanding as of May 31, 2013)
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14.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(1) Harvey Kesner is the manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities held by Paradox Capital Partners LLC.
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(2) Represents (i) 9,391 shares of Common Stock purchased by Paradox Capital Partners, LLC in a Private Placement on November 7, 2012, (ii) warrants to purchase 9,391 shares of Common Stock purchased by Paradox Capital Partners, LLC, in a Private Placement on November 7, 2012 and (iii) a restricted stock award of 10,000 shares of Common Stock issued on December 12, 2012 that may vest within 60 days held by Paradox Capital Partners LLC. Excluded from the aggregate beneficially owned shares are 110,000 shares of Common Stock held by U.S. Commonwealth Life A.I. (“USL”) of which The Four Camps 2013 Trust is beneficiary. Harvey Kesner is the sole member and manager of Paradox Capital Partners LLC and in such capacity holds voting and dispositive power over securities of the Company held by Paradox Capital Partners LLC. The Reporting Person exercises no investment or voting power and disclaims beneficial ownership of the shares held by USL. Beneficiaries of The Four Camps 2013 Trust include the children of the Reporting Person. Although the Reporting Person disclaims beneficial ownership of such shares, if aggregated, the percent of the class represented by the aggregate amount beneficially owned and the excluded shares would be approximately 16.9% (based on 820,518 shares of Common Stock issued and outstanding as of May 31, 2013).
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(a)
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As of the date hereof, Harvey Kesner beneficially owns 29,795 shares of the Issuer’s Common Stock, which represents approximately 3.63% of the Issuer’s Common Stock. (1)(2)
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(b)
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Paradox may be deemed to share voting and dispositive power over 28,782 shares of Common Stock of the Issuer. (2)
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(c)
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Other than disclosed below, the Reporting Persons have not effected any transactions in the shares of the Issuer during the past 60 days:
In November 2012, the Company conducted a private placement of units consisting of Common Stock and warrants to purchase additional shares of Common Stock. Each unit consisted of one share of Common Stock and a warrant to purchase an additional share of Common Stock. Paradox purchased 9,391 units in the private placement consisting of 9,391 shares of Common Stock and warrants to purchase an additional 9,391 shares for an aggregate subscription price of $49,997.68.
On November 16, 2012, Mr. Kesner was awarded an option to purchase 1,013 shares of Common Stock as a part of his compensation as a member of the Board of Directors of the Company.
On December 31, 2012, Paradox received 120,000 shares of restricted Common Stock. These restricted shares of Common Stock will become unrestricted shares of Common Stock upon the closing of the merger transaction described in the Company’s Current Report on Form 8-K filed on April 4, 2013.
On April 4, 2013, Mr. Kesner was awarded an option to purchase 750,000 shares of Common Stock at an exercise price of $7.08 per share and an option to purchase 250,000 shares of Common Stock at an exercise price of $7.08 per share subject to certain vesting conditions, including a VWAP of $12.00 per share for 30 of 90 consecutive days prior to December 31, 2014.
On May 31, 2013, Paradox sold 110,000 of the 120,000 shares of restricted Common Stock to U.S. Commonwealth Life A.I. (“USL”), of which The Four Camps 2013 Trust is beneficiary, for an aggregate purchase price equal to the fair market value of the shares of Common Stock on May 31, 2013 as determined pursuant to a written valuation report prepared by an independent financial advisory firm. An initial payment of $50,000 was made pending receipt of the final valuation report. These restricted shares of Common Stock will become unrestricted shares of Common Stock upon the closing of the merger transaction described in the Company’s Current Report on Form 8-K filed on April 4, 2013.
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(d)
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To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 29,795 shares of Common Stock reported in Item 5(a).
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(e)
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May 31, 2013.
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PARADOX CAPITAL PARTNERS LLC
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/s/ Harvey J. Kesner
Name/title: Harvey J. Kesner, Manager
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Signature: /s/ Harvey J. Kesner
Name: Harvey J. Kesner
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Exhibit
Number
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Description
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99.1
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Joint Filing Agreement between Harvey Kesner and Paradox Capital Partners LLC*
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