Cryo-Cell International Inc.
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OMB APPROVAL |
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OMB Number: 3235-0145 |
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Expires: February 28, 2009
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Estimated average burden hours per response...14.5 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Cryo-Cell International, Inc.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
(CUSIP Number)
Gary
M. Epstein, Esq.
Greenberg Traurig, PA
1221 Brickell
Avenue
Miami, Florida 33131
Fax: (305) 579-0717
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that 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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS:
David I. Portnoy |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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PF, OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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170,585 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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170,585 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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170,585 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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1.4% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN, HC |
2
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1 |
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NAMES OF REPORTING PERSONS:
Visual Investment Corp. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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53,850 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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53,850 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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53,580 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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0.4% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
3
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1 |
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NAMES OF REPORTING PERSONS:
PartnerCommunity, Inc. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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90,787 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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90,787 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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90,787 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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0.7% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
4
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1 |
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NAMES OF REPORTING PERSONS:
Jamie H. Zidell |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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174,430 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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174,430 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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174,430 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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1.5% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
5
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1 |
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NAMES OF REPORTING PERSONS:
Mayim Investment Limited Partnership |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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106,521 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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106,521 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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106,521 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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0.9% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
6
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1 |
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NAMES OF REPORTING PERSONS:
David Ruttenberg |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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119,080 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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119,080 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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119,080 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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1.0% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
7
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1 |
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NAMES OF REPORTING PERSONS:
Lynne Portnoy |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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16,150 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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3,000 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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16,150 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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3,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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19,150 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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0.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
8
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1 |
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NAMES OF REPORTING PERSONS:
Gilbert Portnoy |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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): |
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PF |
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5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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143 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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3,000 |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
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|
PERSON |
|
143 |
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WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
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|
3,000 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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|
3,143 |
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12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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|
o
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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|
0.0% |
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|
14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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|
IN |
9
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1 |
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NAMES OF REPORTING PERSONS:
Mark L. Portnoy |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
PF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
117,515 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
117,515 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
117,515 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
1.0% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
|
|
|
IN |
10
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
Capital Asset Fund Limited Partnership |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
Delaware
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
35,000 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
35,000 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
35,000 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
0.3% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
|
|
|
PN |
11
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
George Gaines |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
PF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
Unites States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
200,000 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
200,000 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
200,000 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
1.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
|
|
|
IN |
12
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
Scott D. Martin |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
PF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
216,000 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
216,000 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
216,000 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
1.8% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
|
|
|
IN |
13
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
Steven Berkowitz |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
PF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
114,000 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
114,000 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
114,000 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
0.9% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
|
|
|
IN |
14
SCHEDULE 13D/A
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission (the SEC) on January 25,
2005 (the Statement), by the Reporting Persons with respect to the shares of Common Stock, par
value $.01 (the Common Stock), issued by Cryo-Cell International, Inc. (CCII), is hereby
amended for the fourth time to furnish the additional information set forth herein.
Item 2. Identity and Background
|
(a) |
|
David I. Portnoy |
|
|
(b) |
|
David I. Portnoys business address is 52 Camden Drive, Bal Harbour,
Florida 33154. The business address of Focus Financial Corp. is also
52 Camden Drive, Bal Harbour, Florida 33154. |
|
|
(c) |
|
David I. Portnoy is the sole officer and director of Focus Financial
Corp., a Florida corporation which invests in various businesses. |
|
|
(d) |
|
During the last five years, David I. Portnoy has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, David I. Portnoy has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
David I. Portnoy is a United States citizen. |
2. |
|
Visual Investment Corp. |
|
(a) |
|
Visual Investment Corp., a Delaware corporation |
|
|
(b) |
|
Visual Investment Corp.s address is 52 Camden Drive, Bal Harbour,
Florida 33154. |
|
|
(c) |
|
Visual Investment Corp.s principal business is to provide investment
management services to individuals. David I. Portnoy is the sole
officer and director of Visual Investment Corp. |
|
|
(d) |
|
During the last five years, Visual Investment Corp. has not been
convicted in a criminal proceeding. |
|
|
(e) |
|
During the last five years, Visual Investment Corp. has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws. |
15
3. |
|
PartnerCommunity, Inc. |
|
(a) |
|
PartnerCommunity, Inc. a Delaware corporation |
|
|
(b) |
|
PartnerCommunity, Inc.s address is 901 Yamato Road, Suite 115, Boca
Raton, Florida 33431. |
|
|
(c) |
|
PartnerCommunity, Inc.s principal business is software development.
David I. Portnoy is the chairman of the board of directors and
secretary of PartnerCommunity, Inc. |
|
|
(d) |
|
During the last five years, PartnerCommunity, Inc. has not been
convicted in a criminal proceeding. |
|
|
(e) |
|
During the last five years, PartnerCommunity, Inc. has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws. |
|
|
(f) |
|
Not Applicable. |
|
(a) |
|
Jamie H. Zidell |
|
|
(b) |
|
The business address of Jamie H. Zidell is 300 71st Street, Suite
605, Miami Beach, Florida 33141. The address of J.H. Zidell Attorneys
is also 300 71st Street, Suite 605, Miami Beach, Florida 33141. |
|
|
(c) |
|
Jamie H. Zidell is an attorney employed by J.H. Zidell Attorneys. |
|
|
(d) |
|
During the last five years, Jamie H. Zidell has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, Jamie H. Zidell has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
Jamie H. Zidell is a United States citizen. |
5. |
|
Mayim Investment Limited Partnership |
|
(a) |
|
Mayim Investment Limited Partnership, a Delaware limited partnership
Mayim Management Limited Partnership, a Delaware limited partnership
Mayim Management, LLC, a Delaware limited liability company |
|
|
(b) |
|
Mayim Investment Limited Partnerships address is 52 Camden Drive, Bal
Harbour, Florida 33154. Mayim Management Limited Partnerships address
is 52 Camden Drive, Bal Harbour, Florida 33154. Mayim Management LLCs
address is 52 Camden Drive, Bal Harbour, Florida 33154. |
16
|
(c) |
|
Mayim Investment Limited Partnership was formed for the purpose of
making an investment in the Common Stock. Mayim Management Limited
Partnership was formed principally for the purpose of acting as the
general partner of Mayim Investment Limited Partnership. Mayim
Management LLC was formed principally for the purpose of acting as the
general partner of Mayim Management Limited Partnership. David I.
Portnoy is the managing member and owns all equity interests of Mayim
Management LLC. |
|
|
(d) |
|
During the last five years, Mayim Investment Limited Partnership,
Mayim Management Limited Partnership and Mayim Management LLC have not
been convicted in a criminal proceeding. |
|
|
(e) |
|
During the last five years, Mayim Investment Limited Partnership,
Mayim Management Limited Partnership and Mayim Management LLC have not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been
or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws. |
|
|
(f) |
|
Not Applicable. |
|
(a) |
|
David Ruttenberg |
|
|
(b) |
|
David Ruttenbergs business address is c/o Belgravia Group, Real Estate
Development, 833 N. Orleans, Suite 400, Chicago, Illinois 60610. The
address of Belgravia Group is also 833 N. Orleans, Suite 400, Chicago,
Illinois 60610. |
|
|
(c) |
|
David Ruttenberg is a real estate developer employed by Belgravia Group. |
|
|
(d) |
|
During the last five years, David Ruttenberg has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, David Ruttenberg has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
David Ruttenberg is a United States citizen. |
|
(a) |
|
Lynne Portnoy |
|
|
(b) |
|
Lynne Portnoys business address is 52 Camden Drive, Bal Harbour,
Florida 33154. |
|
|
(c) |
|
Lynne Portnoy is a retired private investor. |
17
|
(d) |
|
During the last five years, Lynne Portnoy has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, Lynne Portnoy has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
Lynne Portnoy is a United States citizen. |
|
(a) |
|
Gilbert Portnoy |
|
|
(b) |
|
Gilbert Portnoys business address is 52 Camden Drive, Bal Harbour,
Florida 33154. |
|
|
(c) |
|
Gilbert Portnoy is a retired private investor. |
|
|
(d) |
|
During the last five years, Gilbert Portnoy has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, Gilbert Portnoy has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
Gilbert Portnoy is a United States citizen. |
|
(a) |
|
Mark L. Portnoy |
|
|
(b) |
|
Mark L. Portnoys business address is 90 Alton Road, Suite 3307, Miami
Beach, FL 33139. |
|
|
(c) |
|
Mark L. Portnoy is the general partner of Capital Asset Fund Limited
Partnership, a Delaware limited partnership which invests in various
businesses. |
|
|
(d) |
|
During the last five years, Mark L. Portnoy has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, Mark L. Portnoy has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
Mark L. Portnoy is a United States citizen. |
18
10. |
|
Capital Asset Fund Limited Partnership |
|
(a) |
|
Capital Asset Fund Limited Partnership, a Delaware limited partnership |
|
|
(b) |
|
Capital Asset Fund Limited Partnerships address is 90 Alton Road,
Suite 3307, Miami Beach, FL 33139. |
|
|
(c) |
|
Capital Asset Fund Limited Partnerships principal business is
investing in various businesses. Mark L. Portnoy is the general
partner of Capital Asset Fund Limited Partnership. |
|
|
(d) |
|
During the last five years, Capital Asset Fund Limited Partnership has
not been convicted in a criminal proceeding. |
|
|
(e) |
|
During the last five years, Capital Asset Fund Limited Partnership has
not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws. |
|
|
(f) |
|
Not Applicable. |
|
(a) |
|
George Gaines |
|
|
(b) |
|
George Gaines business address is 2207 Orrington
Avenue, Evanston, IL, 60201. |
|
|
(c) |
|
George Gaines is a private equity professional. |
|
|
(d) |
|
During the last five years, George Gaines has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, George Gaines has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
George Gaines is a United States citizen. |
|
(a) |
|
Scott D. Martin |
|
|
(b) |
|
Scott D. Martins business address is 243 Trail Ridge, Rutherfordton,
NC, 28139. |
|
|
(c) |
|
Scott D. Martin is a private investor. |
|
|
(d) |
|
During the last five years, Scott D. Martin has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
19
|
(e) |
|
During the last five years, Scott D. Martin has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
Scott D. Martin is a United States citizen. |
|
(a) |
|
Steven Berkowitz |
|
|
(b) |
|
Steven Berkowitzs business address is 514 W. Webster Ave., Chicago,
IL, 60614. |
|
|
(c) |
|
Steven Berkowitz is a private investor. |
|
|
(d) |
|
During the last five years, Steven Berkowitz has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
(e) |
|
During the last five years, Steven Berkowitz has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws. |
|
|
(f) |
|
Steven Berkowitz is a United States citizen. |
Item 3. Source and Amount of Funds or Other Consideration
(1) David I. Portnoy owns 170,585 shares of Common Stock acquired in open market purchases
using personal funds. David I. Portnoy estimates that the total amount of funds used to acquire
these shares was $450,151. These Common Stock acquisitions were made between June 2004 and
September 2006. No funds were borrowed to acquire these shares.
(2) Visual Investment Corp. owns 53,850 shares of Common Stock acquired in open market
purchases using working capital. Visual Investment Corp. estimates that the total amount of funds
used to acquire these shares was $171,243. These Common Stock acquisitions were made between July
2004 and June 2006. No funds were borrowed to acquire these shares.
(3) PartnerCommunity, Inc. owns 90,787 shares of Common Stock acquired in open market
purchases using working capital. PartnerCommunity, Inc. estimates that the total amount of funds
used to acquire these shares was $314,123. These Common Stock acquisitions were made between July
2004 and June 2006. No funds were borrowed to acquire these shares.
(4) Jamie H. Zidell owns 174,430 shares of Common Stock acquired in open market purchases
using personal funds. Jamie H. Zidell estimates that the total amount of funds used to acquire
these shares was $500,614. These Common Stock acquisitions were made between July
20
2004 and January
2007. No funds were borrowed to acquire these shares. As described in more detail below, David I.
Portnoy exercises investment discretion over these shares.
(5) Mayim Investment Limited Partnership owns 106,521 shares of Common Stock acquired in open
market purchases. Mayim Investment Limited Partnership estimates that the total amount of funds
used to acquire these shares was $237,218. These funds were raised by Mayim Investment Limited
Partnership between October 2004 and January 2005 through the sale of limited partnership
interests. These Common Stock acquisitions were made between October 2004 and March 2007. No funds
were borrowed to acquire these shares.
(6) David Ruttenberg owns 119,080 shares of Common Stock acquired in open market purchases
using personal funds. David Ruttenberg estimates that the total amount of funds used to acquire
these shares was $401,300. These Common Stock acquisitions were made between January 2006 and May
2006. No funds were borrowed to acquire these shares. As described in more detail below, David I.
Portnoy exercises investment discretion over these shares.
(7) Lynne Portnoy owns 16,150 shares of Common Stock acquired in open market purchases using
personal funds. Lynne Portnoy also claims joint ownership of 3,000 shares of Common Stock with
Gilbert Portnoy acquired in open market purchases. Lynne Portnoy estimates that the total amount of funds used to acquire these
shares was $55,536. These Common Stock acquisitions were made approximately in August 2004. No
funds were borrowed to acquire these shares. As described in more detail below, David I. Portnoy
exercises investment and voting discretion over these shares.
(8) Gilbert Portnoy owns 143 shares of Common Stock acquired in open market purchases using
personal funds. Gilbert Portnoy claims joint ownership of 3,000 shares of Common Stock with Lynne
Portnoy acquired in open market purchases. Gilbert Portnoy estimates that the total amount of funds used to acquire these shares was
$13,277.52. These Common Stock acquisitions were made approximately between August 2004 and January
2005. No funds were
borrowed to acquire these shares. As described in more detail below, David I. Portnoy
exercises investment discretion over these shares.
(9) Mark L. Portnoy owns 117,515 shares of Common Stock acquired in open market purchases
using personal funds. Mark L. Portnoy estimates that the total amount of funds used to acquire
these shares was $320,145. These Common Stock acquisitions were made between August 2004 and
September 2006. No funds were borrowed to acquire these shares.
(10) Capital Asset Fund Limited Partnership owns 35,000 shares of Common Stock acquired in
open market purchases using working capital. Capital Asset Fund Limited Partnership estimates that
the total amount of funds used to acquire these shares was $94,500. These Common Stock acquisitions
were made between August 2004 and September 2006. No funds were borrowed to acquire these shares.
(11) George Gaines owns 200,000 shares of Common Stock acquired in open market purchases using
personal funds. George Gaines estimates that the total amount of funds used to acquire these shares
was $630,720. These Common Stock acquisitions were made between January 2005 and August 2006. Some
of the shares of Common Stock were acquired on margin but there is currently no margin.
21
(12) Scott D. Martin owns 216,000 shares of Common Stock acquired in open market purchases
using personal funds. Scott D. Martin estimates that the total amount of funds used to acquire
these shares was $535,171. These Common Stock acquisitions were made between August 2006 and
February 2007. No funds were borrowed to acquire these shares.
(13) Steven Berkowitz owns 114,000 shares of Common Stock acquired in open market purchases
using personal funds. Steven Berkowitz estimates that the total amount of funds used to acquire
these shares was $288,010. These Common Stock acquisitions were made in November 2006 and February
2007. No funds were borrowed to acquire these shares.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by the addition of the following:
On March 26, 2007, PartnerCommunity, Inc., a Delaware corporation (the Record Holder),
delivered a letter to CCII (the Notification Letter), notifying CCII that the Record Holder
intends to appear at the 2007 annual meeting of CCIIs stockholders (the Annual Meeting), in
person or by proxy, to nominate and seek to elect individuals as members of the board of directors
of CCII (the Slate). A copy of the Notification Letter is filed herewith as Exhibit 2 and
incorporated herein by reference, and any descriptions herein of the Notification Letter are
qualified in their entirety by reference to the Notification Letter.
Item 5. Interest in Securities of the Issuer
(a) (b)
With the exception of Lynne Portnoy and Gilbert Portnoy who claim joint ownership of 3,000
shares of Common Stock, each Reporting Person disclaims beneficial ownership of the shares of
Common Stock owned by the other Reporting Persons.
David I. Portnoy may be deemed the beneficial owner of 734,546 shares of Common Stock, which
number includes (i) 170,585 shares of Common Stock held directly by David I. Portnoy, as to which
he has the sole power to vote and dispose or direct the disposition; (ii) 53,850 shares of Common
Stock held by Visual Investment Corp., as to which David I. Portnoy may be deemed the beneficial
owner as the sole officer and director of Visual Investment Corp.; (iii) 90,787 shares of Common
Stock held by PartnerCommunity, Inc., as to which David I. Portnoy may be deemed the beneficial
owner as chairman of the board and secretary of PartnerCommunity, Inc. and as managing member of
Mayim Management, LLC, which may exercise investment and voting discretion over such shares of
Common Stock in accordance with the agreement between PartnerCommunity, Inc. and Mayim Management,
LLC described under Item 6 below; (iv) 174,430 shares of Common Stock held by Jamie H. Zidell, as
to which David I. Portnoy may be deemed the beneficial owner as a result of exercising investment
(but not voting) discretion over such shares of Common Stock in accordance with the agreements
between David I. Portnoy and Jamie H. Zidell described under Item 6 of the Statement and under Item
6 of the Third Amendment to the Statement, filed with the SEC on February 1, 2007; (v) 106,521
shares of Common Stock held by Mayim Investment Limited Partnership, as to which David I. Portnoy
may be deemed the beneficial owner as the managing member and owner of Mayim Management, LLC, which
is the general partner of Mayim Management Limited
22
Partnership, which is the general partner of
Mayim Investment Limited Partnership; (vi) 119,080 shares of Common Stock held by David Ruttenberg,
as to which David I. Portnoy may be deemed the beneficial owner as a result of exercising
investment (but not voting) discretion over such shares of Common Stock in accordance with the
agreement between David I. Portnoy and David Ruttenberg described under Item 6 of the Second
Amendment to the Statement, filed with the SEC on June 26, 2006; (vii) 16,150 shares of Common
Stock held by Lynne Portnoy and 3,000 shares of Common Stock held jointly by Lynne Portnoy and
Gilbert Portnoy, as to which David I. Portnoy may be deemed the beneficial owner as a result of
exercising investment and voting discretion over such shares of Common Stock in accordance with the
agreement between Lynne Portnoy, Gilbert Portnoy and David I. Portnoy described under Item 6 of the
Third Amendment to the Statement, filed with the SEC on February 1, 2007; and (viii) 143 shares of
Common Stock held by Gilbert Portnoy and 3,000 shares of Common Stock held jointly by Gilbert
Portnoy and Lynne Portnoy, as to which David I. Portnoy may be deemed the beneficial owner as a
result of exercising investment and voting discretion over such shares of Common Stock in
accordance with the agreement between Gilbert Portnoy, Lynne Portnoy and David I. Portnoy described
under Item 6 of the Third Amendment to the Statement, filed with the SEC on February 1, 2007. Based
upon 11,624,629 shares of Common Stock outstanding as of November 30, 2006, as reported in CCIIs
Form 10-KSB filed with the SEC on February 28, 2007 (Form 10-
KSB), this represents beneficial ownership of approximately 6.3% of the shares of Common
Stock outstanding.
Visual Investment Corp. may be deemed the beneficial owner of the 53,850 shares of Common
Stock held in its name. David I. Portnoy is the sole officer and director of Visual Investment
Corp. Based upon 11,624,629 shares of Common Stock outstanding as of November 30, 2006, as reported
in Form 10-KSB, this represents beneficial ownership of approximately 0.4% of the shares of Common
Stock outstanding.
PartnerCommunity, Inc. may be deemed the beneficial owner of the 90,787 shares of Common Stock
held in its name. David I. Portnoy is chairman of the board and secretary of PartnerCommunity, Inc.
and managing member of Mayim Management, LLC, which may exercise investment and voting discretion
over such shares of Common Stock in accordance with the agreement between PartnerCommunity, Inc.
and Mayim Management, LLC described under Item 6 below. Based upon 11,624,629 shares of Common
Stock outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately 0.7% of the shares of Common Stock outstanding.
Jamie H. Zidell may be deemed the beneficial owner of the 174,430 shares of Common Stock held
in his name. Under the agreements between Jamie H. Zidell and David I. Portnoy described under the
Statement and under Item 6 of the Third Amendment to the Statement, filed with the SEC on February
1, 2007, David I. Portnoy has the right to make investment decisions relating to such shares of
Common Stock, although Jamie H. Zidell retains the sole right to vote the shares of Common Stock
held by him and the right to withdraw his assets from such agreements. Based upon 11,624,629 shares
of Common Stock outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents
beneficial ownership of approximately 1.5% of the shares of Common Stock outstanding.
23
Mayim Investment Limited Partnership may be deemed the beneficial owner of the 106,521 shares
of Common Stock held in its name. David I. Portnoy is the managing member and owner of Mayim
Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the
general partner of Mayim Investment Limited Partnership. Based upon 11,624,629 shares of Common
Stock outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately 0.9% of the shares of Common Stock outstanding.
David Ruttenberg may be deemed the beneficial owner of the 119,080 shares of Common Stock held
in his name. Under the agreement between David Ruttenberg and David I. Portnoy described under Item
6 of the Second Amendment to the Statement, filed with the SEC on June 26, 2006, David I. Portnoy
has the right to make investment decisions relating to such shares of Common Stock, although David
Ruttenberg retains the sole right to vote the shares of Common Stock held by him and the right to
withdraw his assets from such agreement. Based upon 11,624,629 shares of Common Stock outstanding
as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial ownership of
approximately 1.0% of the shares of Common Stock outstanding.
Lynne Portnoy may be deemed the beneficial owner of the 16,150 shares of Common Stock held in
her name and of the 3,000 shares of Common Stock held in joint ownership with Gilbert Portnoy.
Under the agreement between Lynne Portnoy, Gilbert Portnoy and David I. Portnoy described under
Item 6 of the Third Amendment to the Statement, filed with the SEC on February 1, 2007, David I.
Portnoy is authorized to make investment and voting decisions relating to such shares of Common
Stock, although Lynne Portnoy retains the right to withdraw her assets from such agreement. Based
upon 11,624,629 shares of Common Stock outstanding as of November 30, 2006, as reported in Form
10-KSB, this represents beneficial ownership of approximately 0.1% of the shares of Common Stock
outstanding.
Gilbert Portnoy may be deemed the beneficial owner of the 143 shares of Common Stock held in
his name and of the 3,000 shares of Common Stock held in joint ownership with Lynne Portnoy. Under
the agreement between Gilbert Portnoy, Lynne Portnoy and David I. Portnoy described under Item 6 of
the Third Amendment to the Statement, filed with the SEC on February 1, 2007, David I. Portnoy is
authorized to make investment and voting decisions relating to such shares of Common Stock,
although Gilbert Portnoy retains the right to withdraw his assets from such agreement. Based upon
11,624,629 shares of Common Stock outstanding as of November 30, 2006, as reported in Form 10-KSB,
this represents beneficial ownership of approximately 0.0% of the shares of Common Stock
outstanding.
Mark L. Portnoy may be deemed the beneficial owner of 152,515 shares of Common Stock, which
number includes (i) 117,515 shares of Common Stock held in his name, as to which he has the sole
power to vote and dispose or direct the disposition and (ii) 35,000 shares of Common Stock held by
Capital Asset Fund Limited Partnership, as to which Mark L. Portnoy may be deemed the beneficial
owner as its general partner. Based upon 11,624,629 shares of Common Stock outstanding as of
November 30, 2006, as reported in Form 10-KSB, this represents beneficial ownership of
approximately 1.3% of the shares of Common Stock outstanding.
24
Capital Asset Fund Limited Partnership may be deemed the beneficial owner of the 35,000 shares
of Common Stock held in its name. Mark L. Portnoy is the general partner of Capital Asset Fund
Limited Partnership. Based upon 11,624,629 shares of Common Stock outstanding as of November 30,
2006, as reported in Form 10-KSB, this represents beneficial ownership of approximately 0.3% of the
shares of Common Stock outstanding.
George Gaines may be deemed the beneficial owner of 200,000 shares of Common Stock held in his
name, as to which he has the sole power to vote and dispose or direct the disposition. Based upon
11,624,629 shares of Common Stock outstanding as of November 30, 2006, as reported in Form 10-KSB,
this represents beneficial ownership of approximately 1.7% of the shares of Common Stock
outstanding.
Scott D. Martin may be deemed the beneficial owner of 216,000 shares of Common Stock held in
his name, as to which he has the sole power to vote and dispose or direct the disposition. Based
upon 11,624,629 shares of Common Stock outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial ownership of
approximately 1.8% of shares of Common Stock outstanding.
Steven Berkowitz may be deemed the beneficial owner of 114,000 shares of Common Stock held in
his name, as to which he has the sole power to vote and dispose or direct the disposition. Based
upon 11,624,629 shares of Common Stock outstanding as of November 30, 2006, as reported in Form
10-KSB, this represents beneficial ownership of approximately 0.9% of shares of Common Stock
outstanding.
(c)
The information provided below lists each transaction effected in the shares of Common Stock
by each Reporting Person since the Third Amendment to the Statement, filed with the SEC on February
1, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
Name |
|
Date |
|
(Sold) |
|
Price per Share |
Mayim Investment
Limited Partnership
|
|
March 23, 2007
|
|
|
5,000 |
|
|
$ |
2.05 |
|
Mayim Investment
Limited Partnership
|
|
March 22, 2007
|
|
|
5,000 |
|
|
$ |
2.00 |
|
Mayim Investment
Limited Partnership
|
|
March 22, 2007
|
|
|
5,000 |
|
|
$ |
2.05 |
|
Mayim Investment
Limited Partnership
|
|
March 22, 2007
|
|
|
5,000 |
|
|
$ |
2.05 |
|
Mayim Investment
Limited Partnership
|
|
March 21, 2007
|
|
|
5,000 |
|
|
$ |
2.12 |
|
David I. Portnoy
|
|
March 6, 2007
|
|
|
(2,000 |
) |
|
$ |
2.16 |
|
David I. Portnoy
|
|
March 5, 2007
|
|
|
(1,300 |
) |
|
$ |
2.19 |
|
Scott D. Martin
|
|
February 20, 2007
|
|
|
1,000 |
|
|
$ |
2.35 |
|
Steven Berkowitz
|
|
February 12, 2007
|
|
|
1,000 |
|
|
$ |
2.36 |
|
Steven Berkowitz
|
|
February 8, 2007
|
|
|
1,000 |
|
|
$ |
2.36 |
|
Steven Berkowitz
|
|
February 8, 2007
|
|
|
12,000 |
|
|
$ |
2.357 |
|
25
(d)
As described in the Statement, the Second Amendment to the Statement, filed with the SEC on
June 26, 2006, and the Third Amendment to the Statement, filed with the SEC on February 1, 2007,
Jamie H. Zidell and David Ruttenberg entered into agreements with David I. Portnoy, pursuant to
which they agreed to share certain profits from their respective investment accounts with David I.
Portnoy.
(e)
Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 of the Statement is hereby amended by the addition of the following:
Certain of the Reporting Persons entered into a verbal agreement pursuant to which the
Reporting Persons agree to vote all of each Reporting Persons shares of Common Stock of CCII, for
the election of the Slate as directors of CCII at the Annual Meeting. The information set forth
above in Item 4 is incorporated herein by reference.
PartnerCommunity, Inc. has entered into an investment advisory agreement with Mayim
Management, LLC, dated November 30, 2003, pursuant to which Mayim Management, LLC, a Delaware
limited liability company, is authorized to make investment and voting decisions relating to
certain securities investments made by PartnerCommunity, Inc. (the Investment Advisory
Agreement), which include the shares of Common Stock held by PartnerCommunity, Inc. The Investment
Advisory Agreement is attached as Exhibit 3 and is incorporated herein by reference thereto.
Item 7. Material to be Filed as Exhibits
|
|
|
Exhibit 1. |
|
Joint Filing Agreements and Powers of Attorney |
|
|
|
Exhibit 2. |
|
Notification Letter |
|
|
|
Exhibit 3. |
|
Investment Advisory Agreement between PartnerCommunity, Inc. and Mayim
Management, LLC, dated November 30, 2003 |
26
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 26, 2007
|
|
|
|
|
|
|
|
|
/s/ David I. Portnoy
|
|
|
David I. Portnoy |
|
|
|
|
|
|
Visual Investment Corp.
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy |
|
|
|
President |
|
|
|
PartnerCommunity, Inc.
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy |
|
|
|
Chairman of the Board |
|
|
|
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy, for Jamie H. Zidell, pursuant to power of attorney |
|
|
|
|
|
|
|
Mayim Investment Limited Partnership
By: Mayim Management Limited Partnership, its general partner
By: Mayim Management, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy |
|
|
|
President |
|
27
|
|
|
|
|
|
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy, for David Ruttenberg, pursuant to power of attorney |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy, for Lynne Portnoy, pursuant to power of attorney |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy, for Gilbert Portnoy, pursuant to power of attorney |
|
|
|
|
|
|
|
|
|
|
/s/ Mark L. Portnoy
|
|
|
Mark L. Portnoy |
|
|
|
|
|
|
Capital Asset Fund Limited Partnership
|
|
|
By: |
/s/ Mark L. Portnoy
|
|
|
|
Mark L. Portnoy |
|
|
|
General Partner |
|
|
|
|
|
|
/s/ George Gaines
|
|
|
George Gaines |
|
|
|
|
|
|
|
|
|
/s/ Scott Martin
|
|
|
Scott Martin |
|
|
|
|
|
|
|
|
|
/s/ Steven Berkowitz
|
|
|
Steven Berkowitz |
|
|
|
|
28
EXHIBIT 1
Joint Filing Agreements and Powers of Attorney
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is
defined in the Schedule 13D referred to below) on behalf of each of them a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of
CRYO-CELL International, Inc., and that this Agreement be included as an Exhibit to such joint
filing. The undersigned hereby authorize David Portnoy to sign the statement on Schedule 13D,
and/or any amendment thereto, and file it with the Securities and Exchange Commission on their
behalf. This Agreement may be executed in any number of counterparts all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 25th day of January 2005.
|
|
|
|
|
|
|
|
|
/s/ David Portnoy
|
|
|
David Portnoy |
|
|
|
|
|
|
Focus Financial Corp.
|
|
|
By: |
/s/ David Portnoy
|
|
|
|
David Portnoy |
|
|
|
President |
|
|
|
Visual Investment Corp.
|
|
|
By: |
/s/ David Portnoy
|
|
|
|
David Portnoy |
|
|
|
President |
|
|
|
PartnerCommunity, Inc.
|
|
|
By: |
/s/ David Portnoy
|
|
|
|
David Portnoy |
|
|
|
Chairman of the Board |
|
|
|
|
|
|
/s/ Jamie H. Zidell
|
|
|
Jamie H. Zidell |
|
|
|
|
29
|
|
|
|
|
|
Mayim Investment Limited Partnership
By: Mayim Management Limited Partnership, its general partner
By: Mayim Management, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ David Portnoy
|
|
|
|
David Portnoy |
|
|
|
President |
|
|
30
EXHIBIT 2
March 26, 2007
VIA FEDERAL EXPRESS AND
FACSIMILE TRANSMISSION
Cryo-Cell International, Inc.
700 Brooker Creek Blvd., Suite 1800
Oldsmar, Florida 34677
Attention: Corporate Secretary
|
|
|
Re: |
|
Stockholders Notice for Nomination of Person for
Election as Director of Cryo-Cell International, Inc.
(CCII) |
Ladies and Gentlemen:
PartnerCommunity, Inc., a Delaware corporation (the Record Holder), hereby submits
this notice (this Notice) on the date hereof pursuant to the requirements (the Bylaw
Requirements) set forth in Article II, Section 10 of the Amended and Restated Bylaws of CCII,
attached as Exhibit 3.1 to the Form 8-K filed by CCII with the Securities and Exchange Commission
(the SEC), on December 18, 2006 (the Bylaws), for the nomination of the Slate
(as defined below) for election as directors of CCII at the 2007 annual meeting of stockholders of
CCII (the Annual Meeting).
As of the date of this Notice, the Record Holder represents that it is the record owner of
90,787 shares of Common Stock, par value $0.01 per share, of CCII (the Shares) and that
it is entitled to vote at the Annual Meeting. Please note that David I. Portnoy may be deemed the
beneficial owner of the Record Holders Shares as the chairman of the Record Holders board of
directors and secretary and as the managing member of Mayim Management, LLC, which may exercise
investment and voting discretion over the Record Holders Shares under the Investment Advisory
Agreement (as defined below), pursuant to the information provided in Annex A. The address of the
Record Holder is 901 Yamato Road, Suite 115, Boca Raton, Florida 33431. Please note that the Record
Holders stock certificate was issued in the name of PARTNER COMMUNITY, INC. and that the address
set forth on such stock certificate is 61 Harbour Way, Bal Harbour, Florida 33154-1362.
The Record Holder hereby represents that it intends to appear in person or by proxy at the
Annual Meeting to nominate for election as directors of CCII the following persons (each, a
Nominee and collectively, the Slate):
David I. Portnoy
Mark L. Portnoy
Craig E. Fleishman, M.D.
Harold D. Berger
Scott D. Martin
The Record Holder hereby further represents that it intends to solicit proxies in support of
its nomination of the Slate by directly or indirectly delivering a proxy statement and form of
proxy to holders of at least the percentage of Shares required to elect the Slate.
As of the date hereof, based on information contained in the Bylaws, CCIIs website and CCIIs
Form 10-KSB, filed with the SEC on February 28, 2007 (Form 10-KSB), the current Board of
Directors of CCII (the Board) consists of 5 directors and pursuant to CCIIs Amended and
Restated Certificate of Incorporation, as executed on July 10, 2000, filed by CCII with the SEC on
July 19, 2002 as Exhibit 3.1 to CCIIs Form 10-QSB and the Bylaws, the number of directors shall
consist of such number as from time to time shall be fixed by the Board. Based on the size of the
Board during 2006, the Record Holder is assuming that 5 directors are to be elected at the
31
Annual Meeting. If, for any reason, more than 5 directors are to be elected at the Annual
Meeting, the Record Holder reserves the right to nominate additional persons to be so elected
(each, an Additional Nominee). Additionally, if, for any reason, any Nominee or
Additional Nominee is unable to stand for election at the Annual Meeting, the Record Holder intends
to nominate a person in the place of such Nominee or Additional Nominee (a Substitute).
Finally, if fewer than 5 directors are to be elected at the Annual Meeting, the Record Holder will
designate which of the Nominees will be placed in nomination. In any of those events, the Record
Holder at the earliest practicable time will give notice to CCII of any Additional Nominee, the
Substitute or the Nominees who will be placed in nomination.
Pursuant to the Bylaw Requirements: (i) certain information relating to the Record Holder is
set forth in the body of this Notice and Annex A; (ii) certain information relating to each Nominee
is set forth in the body of this Notice and Annex A; and (iii) the written consent of each Nominee
to being named in the proxy statement as a nominee and to serving as a director of CCII, if
elected, is attached as Annex B.
The Record Holder and other stockholders (each, a Reporting Person) filed on January
25, 2005 a Schedule 13D under the Securities Exchange Act of 1934, as amended (the Exchange
Act), with the SEC relating to CCII (the Filing). The first amendment to the Filing
was filed with the SEC on February 2, 2006 (the First Filing Amendment). The second
amendment to the Filing was filed with the SEC on June 26, 2006 (the Second Filing
Amendment). The third amendment to the Filing was filed with the SEC on February 1, 2007 (the
Third Filing Amendment). The fourth amendment to the Filing was filed with the SEC on
March 26, 2007 (the Fourth Filing Amendment and collectively with the Filing, the First
Filing Amendment, the Second Filing Amendment and the Third Filing Amendment, the 13D
Filings).
The 13D Filings, all attachments thereto and all future amendments thereto, are hereby
incorporated into and made a part of this Notice (but only to the extent that the information
disclosed therein constitutes information regarding the Record Holder or each Nominee that is
required to be set forth in this Notice pursuant to Bylaw Requirements). Accordingly, all such
matters disclosed in any part of the 13D Filings, including all attachments thereto, should be
deemed disclosed for all purposes of this Notice.
The Fourth Filing Amendment, a copy of which was previously delivered to CCII pursuant to Rule
13d-7 under the Exchange Act, is available at no charge at the SECs website at http://www.sec.gov.
If CCII requests additional copies of the Fourth Filing Amendment, the Record Holder will provide
them.
The Record Holder and each Nominee have an interest in the election of directors at the Annual
Meeting: (i) through the beneficial ownership (if any) of Shares, as described on the applicable
attachment to Annex A and (ii) pursuant to certain agreements or relationships disclosed within
this Notice and in the 13D Filings incorporated herein by reference, which include, if applicable
to such Record Holder or Nominee: (A) a verbal agreement dated January 18, 2007 among the Record
Holder, David I. Portnoy, Mark L. Portnoy, Scott D. Martin and certain other Reporting Persons, as
described in the Third Filing Amendment, pursuant to which the parties agree to share legal and
other fees currently incurred or to be incurred in connection with the activities described in Item
4 of such Third Filing Amendment, incorporated herein by reference thereto, which activities
include a shareholder proposal to CCII recommending the adoption of substantially equivalent
provisions to those set forth in the SECs Proposed Rule 14a-11 and the possible nomination of the
Slate (the Fee Sharing Agreement); (B) a verbal agreement among the Record Holder, David
I. Portnoy, Mark L. Portnoy, Scott D. Martin and certain other Reporting Persons in the Fourth
Filing Amendment, incorporated herein by reference thereto, pursuant to which the parties agree to
vote all of each Reporting Persons Shares for the election of the Slate as directors of CCII at
the Annual Meeting (the Voting Agreement); (C) a verbal agreement among each Nominee,
with the exception of Harold D. Berger who is not a CCII stockholder (each, a Stockholder
Nominee), pursuant to which the parties agree to vote all of each Stockholder Nominees Shares
for the election of the Slate as directors of CCII at the Annual Meeting (the Stockholder
Nominee Voting Agreement); (D) an accounting relationship where Harold D. Berger provides
accounting services to Mark L. Portnoy and to Capital Asset Fund Limited Partnership, a Delaware
limited partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its general
partner, on a regular basis and receives customary fees for such accounting services (the
Accounting Services Relationship), which are currently expected to continue; and (E) an
agreement between the Record Holder and Mayim Management, LLC, a Delaware limited liability company
whose owner and managing member is David I. Portnoy, as described in Item 6 of the Fourth Filing
Amendment, incorporated herein by reference thereto, pursuant to which Mayim Management,
32
LLC, is authorized to make investment and voting decisions relating to certain securities
investments made by the Record Holder, which include the Shares held by the Record Holder (the
Investment Advisory Agreement).
With respect to each Nominee, other than as disclosed in this Notice and in the 13D Filings
incorporated herein by reference, (i) such Nominee is not, nor was within the past year, a party to
any contract, arrangement or understanding with any person with respect to any securities of CCII,
including, but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits, or the giving or
withholding of proxies; and (ii) neither such Nominee nor any of such Nominees associates have any
arrangement or understanding with any person with respect to (A) any future employment by CCII or
its affiliates or (B) any future transactions to which CCII or any of its affiliates will or may be
a party.
With respect to each Nominee, such Nominee is independent under the independence standards
applicable to CCII under paragraph (a)(1) of Item 407 of Regulation S-K.
The Annexes and all attachments thereto are hereby incorporated into and made a part of this
Notice. Accordingly, all matters disclosed in any part of this Notice, including the Annexes and
all attachments thereto should be deemed disclosed for all purposes of this Notice. All upper case
terms appearing in the Annexes and all attachments thereto that are not defined in such Annexes and
attachments shall have the meanings given in the body of this Notice or the Annexes, as applicable.
Information is set forth herein as of the date hereof and neither the delivery of this Notice
in accordance with the Bylaw Requirements nor any delivery by the Record Holder of additional
information to CCII from and after the date hereof shall be deemed to constitute an admission by
the Record Holder or any of its respective affiliates that such delivery is required or that each
and every item of information is required by the Bylaws or as to the legality or enforceability of
the Bylaws or any other matter, or a waiver by the Record Holder or any of its respective
affiliates of their right to contest or challenge, in any way, the validity or enforceability of
the Bylaws or any other matter (including actions taken by the Board in anticipation of or
following receipt of this Notice).
[Signature page follows]
33
Very truly yours,
|
|
|
|
|
|
PartnerCommunity, Inc.
|
|
|
By: |
/s/ David I. Portnoy
|
|
|
|
David I. Portnoy |
|
|
|
Chairman of the Board |
|
34
ANNEX A
Certain information about the Record Holder and each Nominee is set forth in the attachments to
this Annex A.
35
ANNEX A
ATTACHMENT 1
INFORMATION ABOUT THE RECORD HOLDER PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
|
|
|
NAME: |
|
PartnerCommunity, Inc. |
BUSINESS ADDRESS: |
|
901 Yamato Road, Suite 115 |
|
|
Boca Raton, Florida 33431 |
PRINCIPAL BUSINESS: |
|
See below |
PartnerCommunity, Inc., a Delaware corporation (the Record Holder), has an interest
in the election of directors at the Annual Meeting pursuant to the Fee Sharing Agreement, Voting
Agreement, Investment Advisory Agreement and its beneficial ownership of securities, as described
below.
The Record Holders principal business is providing software and hardware integration
solutions to telecommunication companies. David I. Portnoy may be deemed the beneficial owner of
the Record Holders Shares as the chairman of the board and secretary of the Record Holder and as
the managing member of Mayim Management, LLC, which may exercise investment and voting discretion
over the Record Holders Shares under the Investment Advisory Agreement. Furthermore, Mark L.
Portnoy is a director and stockholder of the Record Holder and Harold
D. Berger is also a stockholder of the Record Holder.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
The Record Holder may be deemed the beneficial owner of the 90,787 Shares held in its
name. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in Form 10-KSB,
this represents beneficial ownership of approximately 0.7% of Shares outstanding.
David I. Portnoy may be deemed the beneficial owner of the 90,787 Shares held by the Record
Holder, as the chairman of the board and secretary of the Record Holder and as the managing member
of Mayim Management, LLC, which may exercise investment and voting discretion over the Record
Holders Shares under the Investment Advisory Agreement.
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by the Record Holder within the past two years, and the number of Shares in each
such purchase and sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
PartnerCommunity, Inc.
|
|
|
June 30, 2006
|
|
|
|
(6,213 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 22, 2006
|
|
|
|
(6,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 21, 2006
|
|
|
|
(5,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 16, 2006
|
|
|
|
9,500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
June 16, 2006
|
|
|
|
500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
June 15, 2006
|
|
|
|
(3,983 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(10,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(3,600 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 14, 2006
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 31, 2006
|
|
|
|
(10,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 31, 2006
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 30, 2006
|
|
|
|
5,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
May 23, 2006
|
|
|
|
(25,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 23, 2006
|
|
|
|
(7,500 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
20,000 |
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
10,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
May 22, 2006
|
|
|
|
4,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(11,324 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(1,500 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 17, 2006
|
|
|
|
(1,357 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 9, 2006
|
|
|
|
(2,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
April 11, 2006
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
March 13, 2006
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
March 8, 2006
|
|
|
|
1,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(2,836 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
March 3, 2006
|
|
|
|
(500 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
February 27, 2006
|
|
|
|
4,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
January 27, 2006
|
|
|
|
4,500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
January 26, 2006
|
|
|
|
500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
January 24, 2006
|
|
|
|
3,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
January 24, 2006
|
|
|
|
1,500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
January 23, 2006
|
|
|
|
500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
January 5, 2006
|
|
|
|
10,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
December 29, 2005
|
|
|
|
3,600 |
|
|
|
PartnerCommunity, Inc.
|
|
|
December 13, 2005
|
|
|
|
5,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
November 14, 2005
|
|
|
|
5,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
September 28, 2005
|
|
|
|
2,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
August 25, 2005
|
|
|
|
(1,800 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
July 21, 2005
|
|
|
|
(3,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
July 15, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
July 12, 2005
|
|
|
|
1,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
July 7, 2005
|
|
|
|
1,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
June 28, 2005
|
|
|
|
(300 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 27, 2005
|
|
|
|
(1,900 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
June 21, 2005
|
|
|
|
5,000 |
|
|
|
PartnerCommunity, Inc.
|
|
|
May 27, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
May 26, 2005
|
|
|
|
(940 |
) |
|
|
PartnerCommunity, Inc.
|
|
|
April 4, 2005
|
|
|
|
500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
March 29, 2005
|
|
|
|
500 |
|
|
|
PartnerCommunity, Inc.
|
|
|
March 21, 2005
|
|
|
|
655 |
|
|
|
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, the Record Holder is a party to the Fee Sharing Agreement pursuant to
which the Record Holder and certain other Reporting Persons in the Third Filing Amendment verbally
agreed to share legal and other fees currently incurred or to be incurred in connection with the
activities described in Item 4 of the Third Filing Amendment, incorporated herein by reference
thereto, which activities include a shareholder proposal to CCII
37
recommending the adoption of substantially equivalent provisions to those set forth in the
SECs Proposed Rule 14a-11 and the possible nomination of the Slate.
As described above, the Record Holder is a party to the Voting Agreement pursuant to which the
Record Holder and certain other Reporting Persons in the Fourth Filing Amendment, incorporated
herein by reference thereto, verbally agreed to vote all of each Reporting Persons Shares for the
election of the Slate as directors of CCII at the Annual Meeting.
As described above, the Record Holder is a party to the Investment Advisory Agreement,
incorporated herein by reference thereto, pursuant to which Mayim Management, LLC, may exercise
investment and voting discretion over the Record Holders Shares.
38
ANNEX A
ATTACHMENT 2
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
|
|
|
NAME: |
|
David I. Portnoy |
AGE: |
|
44 |
BUSINESS ADDRESS: |
|
52 Camden Drive |
|
|
Bal Harbour, FL 33154 |
RESIDENCE ADDRESS: |
|
52 Camden Drive |
|
|
Bal Harbour, FL 33154 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
David I. Portnoy has an interest in the election of directors at the Annual Meeting pursuant
to the Fee Sharing Agreement, Voting Agreement, the Stockholder Nominee Voting Agreement, the
Investment Advisory Agreement and his beneficial ownership of securities, as described below.
David I. Portnoy is the chairman of the board and secretary of the Record Holder and may be deemed
the beneficial owner of the Shares held by the Record Holder, as described below. David I. Portnoy
is the brother of Nominee, Mark L. Portnoy. Furthermore, David I. Portnoy is the son of Gilbert
Portnoy and Marilyn Goldsmith and the stepson of Lynne Portnoy and Sidney Goldsmith, current
stockholders of CCII. As described in the Fourth Filing Amendment, incorporated herein by reference
thereto, Lynne Portnoy may be deemed the beneficial owner of the 16,150 Shares held in her name and
of the 3,000 Shares held in joint ownership with Gilbert Portnoy and Gilbert Portnoy may be deemed
the beneficial owner of the 143 Shares held in his name and of the 3,000 Shares held in joint
ownership with Lynne Portnoy. Marilyn Goldsmith may be deemed the beneficial owner of 1,158 Shares
held in her name and of 4,362 Shares held in joint ownership with Sidney Goldsmith. Sidney
Goldsmith may be deemed the beneficial owner of 4,362 Shares held in joint ownership with Marilyn
Goldsmith.
David I. Portnoy is President of Focus Financial Corp., a private investment banking and
venture capital firm that was formed in 1988. He also serves as President of Visual Investment
Corp., a private investment firm. Mr. Portnoy has experience in venture capital investments,
including two investments that subsequently went public, Daleen Technologies Inc. and Caribbean
Cigar Company. Currently, Mr. Portnoy serves as Chairman of the Board of the Record Holder, a
company providing software and hardware integration solutions to telecommunication companies,
including AT&T and Verizon. He is also Chairman of the Board of uTIPu Inc., a private Internet
based business, and Director of the Advisory Board of Waves Ltd., an audio technology company based
in Israel. Mr. Portnoy has also served on the Board of Directors of The Shul of Bal Harbour. Mr.
Portnoy graduated Magna Cum Laude in 1984 from The Wharton School of Finance at the University of
Pennsylvania where he earned a Bachelor of Science Degree in Economics with a joint major in
finance and accounting.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
David I. Portnoy may be deemed the beneficial owner of 734,546 Shares, which number
includes (i) 170,585 Shares held directly by David I. Portnoy, as to which he has the sole power to
vote and dispose or direct the disposition; (ii) 53,850 Shares held by Visual Investment Corp., as
to which David I. Portnoy may be deemed the beneficial owner as the sole officer and director of
Visual Investment Corp.; (iii) 90,787 Shares held by the Record Holder, as to which David I.
Portnoy may be deemed the beneficial owner as chairman of the board and secretary and as managing
member of Mayim Management, LLC, which may exercise investment and voting discretion over such
Shares in accordance with the Investment Advisory Agreement; (iv) 174,430 Shares held by Jamie H.
Zidell, as to which David I. Portnoy may be deemed the beneficial owner as a result of exercising
investment (but not voting) discretion over such Shares in accordance with the agreements between
David I. Portnoy and Jamie H. Zidell described below; (v) 106,521 Shares held byMayim Investment
Limited Partnership, as to which David I. Portnoy may be deemed the beneficial owner as the
managing member and owner of Mayim Management, LLC, which is the general partner of Mayim
Management Limited Partnership, which is the general partner ofMayim Investment Limited
Partnership; (vi) 119,080 Shares held by David Ruttenberg, as to which David I. Portnoy may be
deemed
39
the beneficial owner as a result of exercising investment (but not voting) discretion over
such Shares in accordance with the agreement between David I. Portnoy and David Ruttenberg
described below; (vii) 16,150 Shares held by Lynne Portnoy and 3,000 Shares held jointly by Lynne
Portnoy and Gilbert Portnoy, as to which David I. Portnoy may be deemed the beneficial owner as a
result of exercising investment and voting discretion over such Shares in accordance with the
agreement between Lynne Portnoy, Gilbert Portnoy and David I. Portnoy described below; and (viii)
143 Shares held by Gilbert Portnoy and 3,000 Shares held jointly by Gilbert Portnoy and Lynne
Portnoy, as to which David I. Portnoy may be deemed the beneficial owner as a result of exercising
investment and voting discretion over such Shares in accordance with the agreement between Gilbert
Portnoy, Lynne Portnoy and David I. Portnoy described below. Based upon 11,624,629 Shares
outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately 6.3% of Shares outstanding.
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by David I. Portnoy within the past two years, and the number of Shares in each
such purchase and sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
David I. Portnoy
|
|
|
March 6, 2007
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
March 5, 2007
|
|
|
|
(1,300 |
) |
|
|
David I. Portnoy
|
|
|
December 14, 2006
|
|
|
|
(800 |
) |
|
|
David I. Portnoy
|
|
|
November 3, 2006
|
|
|
|
(4,700 |
) |
|
|
David I. Portnoy
|
|
|
November 3, 2006
|
|
|
|
(300 |
) |
|
|
David I. Portnoy
|
|
|
October 24, 2006
|
|
|
|
(2,179 |
) |
|
|
David I. Portnoy
|
|
|
October 16, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
September 21, 2006
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
September 21, 2006
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
September 14, 2006
|
|
|
|
336 |
|
|
|
David I. Portnoy
|
|
|
September 14, 2006
|
|
|
|
317 |
|
|
|
David I. Portnoy
|
|
|
September 7, 2006
|
|
|
|
(300 |
) |
|
|
David I. Portnoy
|
|
|
September 7, 2006
|
|
|
|
(3,300 |
) |
|
|
David I. Portnoy
|
|
|
September 7, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
August 14, 2006
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
August 14, 2006
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
August 11, 2006
|
|
|
|
125 |
|
|
|
David I. Portnoy
|
|
|
August 8, 2006
|
|
|
|
(800 |
) |
|
|
David I. Portnoy
|
|
|
July 31, 2006
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(3,500 |
) |
|
|
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(3,500 |
) |
|
|
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
June 8, 2006
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
May 31, 2006
|
|
|
|
(5,161 |
) |
|
|
David I. Portnoy
|
|
|
May 22, 2006
|
|
|
|
(4,000 |
) |
|
|
David I. Portnoy
|
|
|
May 22, 2006
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
May 22, 2006
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(10,000 |
) |
|
|
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
May 16, 2006
|
|
|
|
(3,000 |
) |
|
|
David I. Portnoy
|
|
|
May 15, 2006
|
|
|
|
10,000 |
|
|
|
David I. Portnoy
|
|
|
May 15, 2006
|
|
|
|
6,200 |
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
David I. Portnoy
|
|
|
May 8, 2006
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
April 28, 2006
|
|
|
|
(813 |
) |
|
|
David I. Portnoy
|
|
|
April 28, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
April 11, 2006
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(10,000 |
) |
|
|
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(5,500 |
) |
|
|
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(4,500 |
) |
|
|
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(4,426 |
) |
|
|
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(3,100 |
) |
|
|
David I. Portnoy
|
|
|
April 10, 2006
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
March 8, 2006
|
|
|
|
(4,000 |
) |
|
|
David I. Portnoy
|
|
|
March 8, 2006
|
|
|
|
(1,300 |
) |
|
|
David I. Portnoy
|
|
|
March 8, 2006
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
March 7, 2006
|
|
|
|
(700 |
) |
|
|
David I. Portnoy
|
|
|
March 3, 2006
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
March 3, 2006
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
March 2, 2006
|
|
|
|
(3,000 |
) |
|
|
David I. Portnoy
|
|
|
March 2, 2006
|
|
|
|
(2,375 |
) |
|
|
David I. Portnoy
|
|
|
March 1, 2006
|
|
|
|
(1,500 |
) |
|
|
David I. Portnoy
|
|
|
March 1, 2006
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
March 1, 2006
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
10,000 |
|
|
|
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(2,500 |
) |
|
|
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
February 27, 2006
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
February 24, 2006
|
|
|
|
(4,300 |
) |
|
|
David I. Portnoy
|
|
|
February 24, 2006
|
|
|
|
(3,000 |
) |
|
|
David I. Portnoy
|
|
|
February 14, 2006
|
|
|
|
(2,336 |
) |
|
|
David I. Portnoy
|
|
|
January 19, 2006
|
|
|
|
(3,600 |
) |
|
|
David I. Portnoy
|
|
|
January 13, 2006
|
|
|
|
2,600 |
|
|
|
David I. Portnoy
|
|
|
January 12, 2006
|
|
|
|
2,600 |
|
|
|
David I. Portnoy
|
|
|
January 12, 2006
|
|
|
|
1,118 |
|
|
|
David I. Portnoy
|
|
|
January 4, 2006
|
|
|
|
4,500 |
|
|
|
David I. Portnoy
|
|
|
December 30, 2005
|
|
|
|
500 |
|
|
|
David I. Portnoy
|
|
|
December 29, 2005
|
|
|
|
5,000 |
|
|
|
David I. Portnoy
|
|
|
December 16, 2005
|
|
|
|
5,000 |
|
|
|
David I. Portnoy
|
|
|
December 13, 2005
|
|
|
|
5,000 |
|
|
|
David I. Portnoy
|
|
|
December 12, 2005
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
December 8, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
December 7, 2005
|
|
|
|
1,500 |
|
|
|
David I. Portnoy
|
|
|
December 7, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
December 7, 2005
|
|
|
|
500 |
|
|
|
David I. Portnoy
|
|
|
November 28, 2005
|
|
|
|
5,000 |
|
|
|
David I. Portnoy
|
|
|
November 17, 2005
|
|
|
|
(4,500 |
) |
|
|
David I. Portnoy
|
|
|
November 14, 2005
|
|
|
|
3,500 |
|
|
|
David I. Portnoy
|
|
|
November 14, 2005
|
|
|
|
1,500 |
|
|
|
David I. Portnoy
|
|
|
November 11, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
4,000 |
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
3,154 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
3,118 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
3,000 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
2,900 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
2,090 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
November 10, 2005
|
|
|
|
300 |
|
|
|
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
2,500 |
|
|
|
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
2,378 |
|
|
|
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
1,500 |
|
|
|
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
1,326 |
|
|
|
David I. Portnoy
|
|
|
October 17, 2005
|
|
|
|
400 |
|
|
|
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
500 |
|
|
|
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
1,654 |
|
|
|
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
October 14, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
October 13, 2005
|
|
|
|
572 |
|
|
|
David I. Portnoy
|
|
|
October 12, 2005
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
October 11, 2005
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
October 7, 2005
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
October 6, 2005
|
|
|
|
3,600 |
|
|
|
David I. Portnoy
|
|
|
October 6, 2005
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
September 29, 2005
|
|
|
|
5,000 |
|
|
|
David I. Portnoy
|
|
|
September 29, 2005
|
|
|
|
3,650 |
|
|
|
David I. Portnoy
|
|
|
September 29, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
September 27, 2005
|
|
|
|
2,008 |
|
|
|
David I. Portnoy
|
|
|
September 20, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
September 13, 2005
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
September 13, 2005
|
|
|
|
2,000 |
|
|
|
David I. Portnoy
|
|
|
August 11, 2005
|
|
|
|
(1,428 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(10,000 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(10,000 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(5,000 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(4,500 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(4,500 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
July 15, 2005
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
July 8, 2005
|
|
|
|
1,428 |
|
|
|
David I. Portnoy
|
|
|
June 29, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
June 29, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
June 27, 2005
|
|
|
|
(843 |
) |
|
|
David I. Portnoy
|
|
|
June 17, 2005
|
|
|
|
650 |
|
|
|
David I. Portnoy
|
|
|
June 9, 2005
|
|
|
|
1,050 |
|
|
|
David I. Portnoy
|
|
|
June 6, 2005
|
|
|
|
2,500 |
|
|
|
David I. Portnoy
|
|
|
June 6, 2005
|
|
|
|
800 |
|
|
|
David I. Portnoy
|
|
|
June 2, 2005
|
|
|
|
(1,000 |
) |
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
David I. Portnoy
|
|
|
May 31, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
May 27, 2005
|
|
|
|
(1,500 |
) |
|
|
David I. Portnoy
|
|
|
May 27, 2005
|
|
|
|
(500 |
) |
|
|
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
May 26, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
May 20, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
May 10, 2005
|
|
|
|
(445 |
) |
|
|
David I. Portnoy
|
|
|
April 28, 2005
|
|
|
|
(700 |
) |
|
|
David I. Portnoy
|
|
|
April 28, 2005
|
|
|
|
654 |
|
|
|
David I. Portnoy
|
|
|
April 27, 2005
|
|
|
|
1,500 |
|
|
|
David I. Portnoy
|
|
|
April 21, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
April 14, 2005
|
|
|
|
1,000 |
|
|
|
David I. Portnoy
|
|
|
April 8, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
April 8, 2005
|
|
|
|
(2,000 |
) |
|
|
David I. Portnoy
|
|
|
April 7, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
April 6, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
April 5, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
April 5, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
April 5, 2005
|
|
|
|
(1,000 |
) |
|
|
David I. Portnoy
|
|
|
April 1, 2005
|
|
|
|
1,000 |
|
|
|
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, David I. Portnoy is a party to the Fee Sharing Agreement pursuant to
which David I. Portnoy and certain other Reporting Persons in the Third Filing Amendment verbally
agreed to share legal and other fees currently incurred or to be incurred in connection with the
activities described in Item 4 of the Third Filing Amendment, incorporated herein by reference
thereto, which activities include a shareholder proposal to CCII recommending the adoption of
substantially equivalent provisions to those set forth in the SECs Proposed Rule 14a-11 and the
possible nomination of the Slate.
As described above, David I. Portnoy is a party to the Voting Agreement pursuant to which
David I. Portnoy and certain other Reporting Persons in the Fourth Filing Amendment, incorporated
herein by reference thereto, verbally agreed to vote all of each Reporting Persons Shares for the
election of the Slate as directors of CCII at the Annual Meeting.
As described above, David I. Portnoy is a party to the Stockholder Nominee Voting Agreement,
pursuant to which David I. Portnoy and each other Stockholder Nominee verbally agreed to vote all
of each Stockholder Nominees Shares for the election of the Slate as directors of CCII at the
Annual Meeting.
David I. Portnoy is a party to three agreements with Jamie H. Zidell. The first two
agreements were dated October 27, 2004 and December 20, 2004, the terms of which were disclosed in
Item 6 and were included as Exhibits 2 and 3 to the Filing, incorporated herein by reference
thereto. On October 2006, David I. Portnoy and Jamie H. Zidell amended their agreements, the terms
of which were disclosed in Item 6 and were included as Exhibit 3 to the Third Filing Amendment,
incorporated herein by reference thereto. In these three agreements, David I. Portnoy guarantees
any shortfall below a certain amount in Mr. Zidells investment accounts in return for the sharing
of profits in such investment accounts.
David I. Portnoy is a party to a verbal agreement with David Ruttenberg, the terms of which
were disclosed in Item 6 to the Second Filing Amendment, incorporated herein by reference thereto,
pursuant to which David
43
Ruttenberg agreed to compensate David I. Portnoy with a percentage of Mr. Ruttenbergs
profits, if any, from his investment in the Shares. Mr. Portnoy does not direct the voting control
over the Shares owned by Mr. Ruttenberg.
David I. Portnoy is a party to a verbal agreement with Lynne Portnoy and Gilbert Portnoy, the
terms of which were disclosed in Item 6 to the Third Filing Amendment, incorporated herein by
reference thereto, pursuant to which David I. Portnoy is authorized to make investment and voting
decisions relating to the Shares owned by Lynne Portnoy and Gilbert Portnoy, although Lynne Portnoy
and Gilbert Portnoy retain their right to withdraw their assets from the agreement.
44
ANNEX A
ATTACHMENT 3
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
|
|
|
NAME: |
|
Mark Louis Portnoy |
AGE: |
|
43 |
BUSINESS ADDRESS: |
|
90 Alton Rd., Unit 3307 |
|
|
Miami, Florida 33139 |
RESIDENCE ADDRESS: |
|
90 Alton Rd., Unit 3307 |
|
|
Miami, Florida 33139 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Mark L. Portnoy has an interest in the election of directors at the Annual Meeting pursuant to
the Fee Sharing Agreement, the Voting Agreement, the Stockholder Nominee Voting Agreement, the
Accounting Services Relationship and his beneficial ownership of securities, as described below.
Mark L. Portnoy is a director and stockholder of the Record Holder and the brother of Nominee,
David I. Portnoy. Furthermore, Mark L. Portnoy is the son of Gilbert Portnoy and Marilyn Goldsmith
and the stepson of Lynne Portnoy and Sidney Goldsmith, current stockholders of CCII. As described
in the Fourth Filing Amendment, incorporated herein by reference thereto, Lynne Portnoy may be
deemed the beneficial owner of the 16,150 Shares held in her name and of the 3,000 Shares held in
joint ownership with Gilbert Portnoy and Gilbert Portnoy may be deemed the beneficial owner of the
143 Shares held in his name and of the 3,000 Shares held in joint ownership with Lynne Portnoy.
Marilyn Goldsmith may be deemed the beneficial owner of 1,158 Shares held in her name and of 4,362
Shares held in joint ownership with Sidney Goldsmith. Sidney Goldsmith may be deemed the beneficial
owner of 4,362 Shares held in joint ownership with Marilyn Goldsmith.
Mark L. Portnoy currently serves on the board of directors of the Record Holder, a company
providing software and hardware integration solutions to telecommunication companies, including
AT&T and Verizon. Mr. Portnoy also serves on the board of directors of uTIPu Inc., a private
Internet based business and has been engaged in managing his personal investments since April 1997.
Mr. Portnoy had previously worked at Strome, Susskind Investments from January 1995 to April 1997,
becoming their Chief Fixed Income Trader. Mr. Portnoys experience includes negotiating contracts
for N.B.A. players totaling approximately $30 million. From March 1986 to November 1991, Mr.
Portnoy worked on a portfolio ranging from $1 billion to $7 billion in the Fixed Income Arbitrage
Department of Donaldson, Lufkin and Jenrette Securities Corp. Mr. Portnoy graduated Phi Beta Kappa
from the University of North Carolina at Chapel Hill with a degree in Economics in December 1985.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Mark L. Portnoy may be deemed the beneficial owner of 152,515 Shares, which number
includes (i) 117,515 Shares held in his name, as to which he has the sole power to vote and dispose
or direct the disposition and (ii) 35,000 Shares held by Capital Asset Fund Limited Partnership, a
Delaware limited partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its
general partner. Based upon 11,624,629 Shares outstanding as of November 30, 2006, as reported in
Form 10-KSB, this represents beneficial ownership of approximately 1.3% of Shares outstanding.
45
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Mark L. Portnoy within the past two years, and the number of Shares in each
such purchase and sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
Mark L. Portnoy
|
|
|
September 12, 2006
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
September 1, 2006
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
July 20, 2006
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
June 23, 2006
|
|
|
|
500 |
|
|
|
Mark L. Portnoy
|
|
|
April 24, 2006
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
December 12, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
December 9, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
December 6, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
December 6, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
November 15, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
November 15, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
October 4, 2005
|
|
|
|
2,000 |
|
|
|
Mark L. Portnoy
|
|
|
October 4, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
October 4, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
June 22, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
June 7, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
May 23, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
May 10, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
April 15, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
March 30, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
March 29, 2005
|
|
|
|
1,000 |
|
|
|
Mark L. Portnoy
|
|
|
March 28, 2005
|
|
|
|
400 |
|
|
|
Mark L. Portnoy
|
|
|
March 23, 2005
|
|
|
|
1,000 |
|
|
|
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Mark L. Portnoy is a party to the Fee Sharing Agreement pursuant to
which Mark L. Portnoy and certain other Reporting Persons in the Third Filing Amendment verbally
agreed to share legal and other fees currently incurred or to be incurred in connection with the
activities described in Item 4 of the Third Filing Amendment, incorporated herein by reference
thereto, which activities include a shareholder proposal to CCII recommending the adoption of
substantially equivalent provisions to those set forth in the SECs Proposed Rule 14a-11 and the
possible nomination of the Slate.
As described above, Mark L. Portnoy is a party to the Voting Agreement pursuant to which Mark
L. Portnoy and certain other Reporting Persons in the Fourth Filing Amendment, incorporated herein
by reference thereto, verbally agreed to vote all of each Reporting Persons Shares for the
election of the Slate as directors of CCII at the Annual Meeting.
As described above, Mark L. Portnoy is a party to the Stockholder Nominee Voting Agreement,
pursuant to which Mark L. Portnoy and each other Stockholder Nominee verbally agreed to vote all of
each Stockholder Nominees Shares for the election of the Slate as directors of CCII at the Annual
Meeting.
As described above, Mark L. Portnoy and Capital Asset Fund Limited Partnership, a Delaware
limited partnership, as to which Mark L. Portnoy may be deemed the beneficial owner as its general
partner, have an Accounting Services Relationship with Harold D. Berger, pursuant to which Mr.
Berger provides accounting services to Mark L. Portnoy and Capital Asset Fund Limited Partnership,
on a regular basis and receives customary fees for such accounting services. The Accounting
Services Relationship is currently expected to continue.
46
ANNEX A
ATTACHMENT 4
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
|
|
|
NAME: |
|
Craig E. Fleishman, M.D. |
AGE: |
|
44 |
BUSINESS ADDRESS: |
|
50 W. Sturtevant St. |
|
|
Orlando, Florida 32806 |
RESIDENCE ADDRESS: |
|
5404 Brookline Dr. |
|
|
Orlando, Florida 32819 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Craig E. Fleishman has an interest in the election of directors at the Annual Meeting pursuant
to the Stockholder Nominee Voting Agreement and his beneficial ownership of securities, as
described below.
Craig E Fleishman, MD, FACC, FASE is a senior partner of the Congenital Heart Institute at
Arnold Palmer Hospital and Miami Childrens Hospital and is the director of Non-invasive Cardiac
Imaging at the Arnold Palmer Hospital for Children in Orlando. He directs the use of advanced
imaging techniques in the diagnosis and management of congenital and acquired heart disease in
infants and children and specializes in the evaluation, management, and counseling of families with
fetal heart defects. Dr. Fleishman received his medical and pediatric training at Yale University.
He subsequently received cardiology training at Duke University where he was an early investigator
in the clinical development of three-dimensional cardiac ultrasound. Dr. Fleishman served on the
faculties of Harvard University, Yale University, and the Ohio State University before joining the
Congenital Heart Institute in Orlando. He has published numerous articles and chapters on
congenital heart disease and cardiac ultrasound and is a frequent invited speaker at national
scientific conferences. He has also been a consultant to multiple biomedical and medical technology
companies. Dr. Fleishman is a Fellow of the American College of Cardiology and a Fellow of the
American Society of Echocardiography.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Dr. Fleishman may be deemed the beneficial owner of 9,200 Shares held in his name, as to
which he has the sole power to vote and dispose or direct the disposition. Based upon 11,624,629
Shares outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately less than 0.01% of Shares outstanding.
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Craig E. Fleishman within the past two years, and the number of Shares in
each such purchase and sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
Craig E. Fleishman
|
|
|
February 21, 2007
|
|
|
|
100 |
|
|
|
Craig E. Fleishman
|
|
|
February 7, 2007
|
|
|
100 (Gift)
|
|
|
Craig E. Fleishman
|
|
|
November 10, 2006
|
|
|
|
1,527 |
|
|
|
Craig E. Fleishman
|
|
|
November 9, 2006
|
|
|
|
2,473 |
|
|
|
Craig E. Fleishman
|
|
|
December 7, 2005
|
|
|
|
5,000 |
|
|
|
47
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Dr. Fleishman is a party to the Stockholder Nominee Voting Agreement,
pursuant to which Dr. Fleishman and each other Stockholder Nominee verbally agreed to vote all of
each Stockholder Nominees Shares for the election of the Slate as directors of CCII at the Annual
Meeting.
Dr. Fleishman received 100 Shares as a gift from his brother, Adam Fleishman, on February 7,
2007.
48
ANNEX A
ATTACHMENT 5
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
|
|
|
NAME: |
|
Harold David Berger |
AGE: |
|
43 |
BUSINESS ADDRESS: |
|
P.O. Box 20301 |
|
|
Atlanta, Georgia 30325 |
RESIDENCE ADDRESS: |
|
1079 Dean Drive NW |
|
|
Atlanta, Georgia 30318 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Harold D. Berger has an interest in the election of directors at the Annual Meeting pursuant
to the Accounting Services Relationship, pursuant to which Mr. Berger provides accounting services
to Mark L. Portnoy and to Capital Asset Fund Limited Partnership, a Delaware limited partnership,
as to which Mark L. Portnoy may be deemed the beneficial owner as its general partner, on a regular
basis and receives customary fees for such accounting services. The Accounting Services
Relationship is currently expected to continue. Furthermore, Harold D. Berger is a stockholder of
the Record Holder.
Harold D. Berger has operated his own public accounting practice since 2005 and currently
represents over 150 business and individual clients. Historically, Mr. Bergers practice has
focused on all aspects of the real estate industry, high end individual income tax planning and
compliance, estate planning and small business operational consulting. Mr. Berger currently serves
as Director and President of American Consumer Alliance, Inc., a marketing company that is expected
to formally dissolve operations in late August 2007. Over the past twenty years, Mr. Berger has
also served on boards for a variety of charitable organizations. Mr. Berger currently serves as
Treasurer and Executive Committee Member of The Gatchell Home, Inc., as Director of The Jewish
Educational Loan Fund, Inc. and as Director and financial adviser to The Atlanta Group Home
Foundation, Inc. Prior to opening his private practice, Mr. Berger was employed for sixteen years
with a local accounting firm in Atlanta, Georgia, Habif, Arogeti & Wynne, LLP, the last ten of
which he was one of twenty equity partners. Mr. Berger graduated in 1986 from the University of
North Carolina at Chapel Hill with a bachelors degree in Business Administration. He also
graduated from the University of Texas at Austin with a Masters degree in Professional Accounting
in 1987.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Mr. Berger does not own any Shares.
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Mr. Berger has an Accounting Services Relationship with Mark L.
Portnoy and Capital Asset Fund Limited Partnership, a Delaware limited partnership, as to which
Mark L. Portnoy may be deemed the beneficial owner as its general partner, pursuant to which Mr.
Berger provides accounting services to Mark L. Portnoy and Capital Asset Fund Limited Partnership,
on a regular basis and receives customary fees for such accounting services. The Accounting
Services Relationship is currently expected to continue.
49
ANNEX A
ATTACHMENT 6
INFORMATION ABOUT NOMINEES PURSUANT TO
ARTICLE II, SECTION 10 OF THE BYLAWS
|
|
|
NAME: |
|
Scott Douglas Martin |
AGE: |
|
39 |
BUSINESS ADDRESS: |
|
243 Trail Ridge Road |
|
|
Rutherfordton, North Carolina 28139 |
RESIDENCE ADDRESS: |
|
243 Trail Ridge Road |
|
|
Rutherfordton, North Carolina 28139 |
PRINCIPAL OCCUPATION OR EMPLOYMENT: |
|
See below |
Scott D. Martin has an interest in the election of directors at the Annual Meeting pursuant to
the Fee Sharing Agreement, the Voting Agreement, the Stockholder Nominee Voting Agreement and his
beneficial ownership of securities, as described below.
Scott D. Martin has experience as a former CEO, management consultant and private investor.
Key areas of proficiency include strategic and business planning, marketing through multiple
distribution channels, project management and communications. From 2005 to 2006, Mr. Martin was
the President and Chief Executive Officer of Rheem Manufacturing Company, an international provider
of home comfort systems with revenue exceeding $2 billion. From 2001 to 2005, Mr. Martin was the
President of Rheems Water Heating Division, a $600 million division that achieved the leading
market share position for water heaters while being named three times as Home Depots Vendor
Partner of the Year. Mr. Martin began his career at Rheem as the head of Marketing in 1999,
following several years as a management consultant for both Andersen Consulting and Arthur
Andersens Business Consulting Practice. Today, Mr. Martin serves as a private investor with a
focus on companies in emerging markets and new product innovations. Mr. Martin graduated with
Honors from the University of North Carolina at Chapel Hill in 1989 with a Bachelor of Science in
Business Administration. Mr. Martin also received his Master of Business Administration in 1993
from the J.L. Kellogg Graduate School of Management at Northwestern University.
BENEFICIAL OWNERSHIP OF SECURITIES AS OF THE DATE OF THIS NOTICE:
Mr. Martin may be deemed the beneficial owner of 216,000 Shares held in his name, as to
which he has the sole power to vote and dispose or direct the disposition. Based upon 11,624,629
Shares outstanding as of November 30, 2006, as reported in Form 10-KSB, this represents beneficial
ownership of approximately 1.8% of Shares outstanding.
50
TWO YEARS SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares that may be
beneficially owned by Scott D. Martin within the past two years, and the number of Shares in each
such purchase and sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Date |
|
|
Shares Purchased (Sold) |
|
|
Scott D. Martin
|
|
|
February 20, 2007
|
|
|
|
1,000 |
|
|
|
Scott D. Martin
|
|
|
December 12, 2006
|
|
|
|
7,290 |
|
|
|
Scott D. Martin
|
|
|
December 8, 2006
|
|
|
|
1,000 |
|
|
|
Scott D. Martin
|
|
|
December 8, 2006
|
|
|
|
3,210 |
|
|
|
Scott D. Martin
|
|
|
December 7, 2006
|
|
|
|
1,000 |
|
|
|
Scott D. Martin
|
|
|
December 6, 2006
|
|
|
|
2,000 |
|
|
|
Scott D. Martin
|
|
|
November 29, 2006
|
|
|
|
500 |
|
|
|
Scott D. Martin
|
|
|
October 18, 2006
|
|
|
|
6,000 |
|
|
|
Scott D. Martin
|
|
|
October 16, 2006
|
|
|
|
4,000 |
|
|
|
Scott D. Martin
|
|
|
October 16, 2006
|
|
|
|
15,000 |
|
|
|
Scott D. Martin
|
|
|
October 13, 2006
|
|
|
|
1,000 |
|
|
|
Scott D. Martin
|
|
|
October 13, 2006
|
|
|
|
1,000 |
|
|
|
Scott D. Martin
|
|
|
October 13, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
October 11, 2006
|
|
|
|
15,000 |
|
|
|
Scott D. Martin
|
|
|
October 11, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
October 10, 2006
|
|
|
|
20,000 |
|
|
|
Scott D. Martin
|
|
|
October 5, 2006
|
|
|
|
6,400 |
|
|
|
Scott D. Martin
|
|
|
October 5, 2006
|
|
|
|
3,100 |
|
|
|
Scott D. Martin
|
|
|
October 5, 2006
|
|
|
|
500 |
|
|
|
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
1,000 |
|
|
|
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
2,500 |
|
|
|
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
September 27, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
September 26, 2006
|
|
|
|
7,500 |
|
|
|
Scott D. Martin
|
|
|
September 26, 2006
|
|
|
|
500 |
|
|
|
Scott D. Martin
|
|
|
September 21, 2006
|
|
|
|
10,000 |
|
|
|
Scott D. Martin
|
|
|
September 21, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
September 21, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
September 18, 2006
|
|
|
|
20,000 |
|
|
|
Scott D. Martin
|
|
|
September 12, 2006
|
|
|
|
13,800 |
|
|
|
Scott D. Martin
|
|
|
September 11, 2006
|
|
|
|
6,200 |
|
|
|
Scott D. Martin
|
|
|
September 8, 2006
|
|
|
|
5,000 |
|
|
|
Scott D. Martin
|
|
|
September 6, 2006
|
|
|
|
2,000 |
|
|
|
Scott D. Martin
|
|
|
September 6, 2006
|
|
|
|
3,000 |
|
|
|
Scott D. Martin
|
|
|
August 31, 2006
|
|
|
|
3,500 |
|
|
|
Scott D. Martin
|
|
|
August 31, 2006
|
|
|
|
1,500 |
|
|
|
Scott D. Martin
|
|
|
August 30, 2006
|
|
|
|
1,500 |
|
|
|
Scott D. Martin
|
|
|
August 24, 2006
|
|
|
|
15,000 |
|
|
|
CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE CORPORATION:
As described above, Mr. Martin is a party to the Fee Sharing Agreement pursuant to which
Mr. Martin and certain other Reporting Persons in the Third Filing Amendment verbally agreed to
share legal and other fees currently incurred or to be incurred in connection with the activities
described in Item 4 of the Third Filing Amendment, incorporated herein by reference thereto, which
activities include a shareholder proposal to CCII recommending the adoption of substantially
equivalent provisions to those set forth in the SECs Proposed Rule 14a-11 and the possible
nomination of the Slate.
As described above, Mr. Martin is a party to the Voting Agreement pursuant to which Mr. Martin
and certain other Reporting Persons in the Fourth Filing Amendment, incorporated herein by
reference thereto, verbally agreed to vote all of each Reporting Persons Shares for the election
of the Slate as directors of CCII at the Annual Meeting.
As described above, Mr. Martin is a party to the Stockholder Nominee Voting Agreement,
pursuant to which Mr. Martin and each other Stockholder Nominee verbally agreed to vote all of each
Stockholder Nominees Shares for the election of the Slate as directors of CCII at the Annual
Meeting.
51
ANNEX B
The signed consent of each Nominee to being named as a nominee for election as a director of
CCII and to serve as a director, if elected, is attached to this Annex B.
52
ANNEX B
ATTACHMENT 1
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (CCII), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the Record Holder), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
|
|
|
|
|
|
|
|
|
/s/ David I. Portnoy
|
|
|
Name: |
David I. Portnoy |
|
|
|
|
53
ANNEX B
ATTACHMENT 2
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (CCII), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the Record Holder), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
|
|
|
|
|
|
|
|
|
/s/ Mark L. Portnoy
|
|
|
Name: |
Mark L. Portnoy |
|
|
|
|
54
ANNEX B
ATTACHMENT 3
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (CCII), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the Record Holder), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
|
|
|
|
|
|
|
|
|
/s/ Craig E. Fleishman, M.D.
|
|
|
Name: |
Craig E. Fleishman, M.D. |
|
|
|
|
55
ANNEX B
ATTACHMENT 4
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (CCII), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the Record Holder), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
|
|
|
|
|
|
|
|
|
/s/ Harold D. Berger
|
|
|
Name: |
Harold D. Berger |
|
|
|
|
56
ANNEX B
ATTACHMENT 5
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as a director of
Cryo-Cell International, Inc. (CCII), in the proxy statement to be filed with the
Securities and Exchange Commission and distributed to stockholders of CCII by PartnerCommunity,
Inc., a Delaware corporation (the Record Holder), and in other materials in connection
with the solicitation of proxies by the Record Holder from stockholders of CCII to be voted at the
2007 annual meeting of stockholders of CCII and any adjournment thereof, and further consents to
serve as a director of CCII, if elected.
Dated: March 26, 2007
|
|
|
|
|
|
|
|
|
/s/ Scott D. Martin
|
|
|
Name: |
Scott D. Martin |
|
|
|
|
|
57
EXHIBIT 3
Investment Advisory Agreement
This INVESTMENT ADVISORY AGREEMENT (this Agreement) is made and entered into as of November
30, 2003, by and between PartnerCommunity, Inc. (Client) and Mayim Management LLC (Advisor),
for the purpose of setting forth the terms and conditions pursuant to which Advisor will manage
Clients assets designated for management hereunder.
1. APPOINTMENT AS INVESTMENT ADVISOR.
Client retains Advisor as investment advisor to render investment advisory services on the
terms and conditions set forth in this Agreement and to manage Clients securities investment (the
Account). Advisor accepts the appointment as investment advisor and agrees to manage and direct
the investments of the Account. Advisor assumes responsibility for the investment management of,
and all trading decisions for, the Account and is authorized to render investment advisory services
on the terms and conditions set forth herein as of the date first written above. The term of this
Agreement shall be for a period of two (2) years from the date of execution of this Agreement and
shall automatically renew for consecutive one (1) year periods, unless terminated pursuant to
section 17.
The Account will be in the name of the Client and nothing herein shall give Advisor ownership,
implied or otherwise, in the Account. Additionally, Advisor does not have any authority to
transfer or direct delivery of cash, securities or any other assets from the Account to itself or
any third party or to take or have possession of any cash, securities or any other assets of the
Account other than as specifically provided in this Agreement including Section 2 hereof. Client
may withdraw funds from the account at any time by requesting the Advisor to make such withdrawal.
The Client will use its best efforts to give the Advisor sufficient time to make any necessary
investment liquidations in the normal course of business so that the necessary funds will be
available for withdrawal as requested.
2. AUTHORITY OF ADVISOR.
Advisor has full and exclusive discretionary authority with respect to the investment and
reinvestment of the assets of the Account, subject to the Investment Guidelines. Advisor, when it
deems appropriate, without prior consultation with or notification of Client, may: (a) purchase,
sell, exchange, convert and otherwise trade in securities, including but not limited to money
market instruments, mutual funds, stocks, warrants, put and call options to purchase or sell
stocks, bonds and other securities and contracts related to the same, on margin or otherwise, or
engage in any investment techniques for the acquisition or sale of any of the foregoing
(collectively, Securities), for such prices and on such terms as Advisor, in its sole discretion,
deems advisable; (b) place orders for the execution of Securities transactions with or through
brokers, dealers or issuers which Advisor selects in its sole discretion; (c) negotiate, on
Clients
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behalf, the terms and conditions of all agreements and ancillary documents incidental
thereto, necessary to open accounts in the name, or for the benefit, of Client with such brokers,
dealers, issuers or custodians as Advisor may select with respect to the Account and prepare such
documents for execution by Client; and (d) act on Clients behalf in all matters necessary
or incidental to servicing the Account, including all transactions for the Account. Client will
furnish Advisor with all additional powers of attorney and other documentation, if any, necessary
to appoint Advisor as agent and attorney-in-fact with respect to the Account, but such powers shall
not be construed to authorize Advisor to take any action not authorized by this Agreement.
The foregoing authority shall remain in full force and effect until the termination of this
Agreement pursuant to the terms of Section 17 below. Revocation shall not affect transactions
entered into prior to such revocation.
3. BROKERAGE.
Advisor may allocate the execution of Securities transactions for the Account to any broker,
dealer or issuer on markets and at prices and commission rates as Advisor, in its good faith
judgment, believes are in the best interest of the Account. Client understands that other
brokerage entities may be willing to execute Securities transactions for the Account at prices and
commission rates that are lower than or different from those charged by the entity selected.
In effecting Securities transactions at the direction of Advisor, broker-dealers selected by
Advisor may effect similar transactions in the same Security simultaneously for the Account and for
the accounts of other clients of Advisor if such aggregation is likely to result in an overall
economic benefit to the Account. Broker-dealers may bunch these Securities transaction orders.
Broker-dealers will allocate the Securities so purchased or sold in such a bunched order among the
participating accounts (including the Account) as Advisor determines in good faith to be
reasonable. Broker-dealer may charge a lesser per unit commission on such bunched orders than
would otherwise be charged for a non-bunched order, with such savings being passed along to Client
and Advisors other clients who are allocated portions of the Securities so purchased. In that
event, Clients brokerage commission will be a pro rata portion of the entire commission charged,
determined by multiplying such entire commission by a fraction, the numerator of which is the
number of shares allocated to the Account and the denominator of which is the total number of such
shares purchased in the bunched transaction in question.
4. SERVICES TO OTHERS.
Client understands that Advisor performs investment advisory services for various clients.
This will create conflicts of interest with the Account over Advisors time devoted to managing the
Account and the allocation of investment opportunities among accounts (including the Account)
managed by Advisor. Advisor will allocate investment opportunities over a period of time on a fair
and equitable basis. Client confirms that Advisor may give advice and take action with respect to
any of its other clients that may differ from advice given or the timing or nature of action taken
with respect to Client so long as it is Advisors policy to allocate
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investment opportunities to
Client over a period of time on a fair and equitable basis relative to other clients. Client
acknowledges that Advisor and its principals, employees and affiliates may purchase or sell
Securities for their own accounts and that Advisor shall not have any obligation to purchase or
sell, or to recommend for purchase or sale, for the Account any Securities that
Advisor, its principals, employees or affiliates may purchase or sell for its or their own
accounts or for the account of any other
5. PROXIES AND RELATED MATTERS.
In connection with the services to be rendered by Advisor under this Agreement, Advisor hereby
is granted the power as Clients proxy and attorney-in-fact to vote, tender, or non-tender, or
direct the voting, tendering, or non-tendering of all Securities held in the Account and take
actions on behalf of Client with respect to such Securities, including, but not limited to, the
execution on behalf of Client of any consent, request, direction, approval, waiver, objection,
appointment or other instrument required or permitted to be signed or executed by the holder of
such Securities.
6. CLIENT REPORTS.
Advisor will use its reasonable efforts to assist Client to ensure monthly brokerage account
statements are received by Client directly from the brokerage firm through an electronic data
interface and final brokerage account statements via mail.
7. FEES AND EXPENSES.
Advisor charges, and Client agrees to pay, an annual fee (the Fee) equal to such 22 1/2% of
the Net Appreciation (as defined below). The Fee is payable at the end of each calendar year and
upon termination of this Agreement. Any such payment due will be forwarded to Advisor within
fifteen (15) days of Clients receipt of invoice.
Net Appreciation shall mean the aggregate net investment profits, both realized and
unrealized in the Account during such year (after deduction for brokerage fees and other expenses
(as defined below) payable, but before deducting Advisors Fee payable) pro rated for additions to
and withdrawals from the Account less any Carryforward Loss (as defined below) from a previous
calendar year. If the Account experiences aggregate net investment losses (both realized and
unrealized) for any calendar year, such losses (the Carryforward Loss) shall be deducted from Net
Appreciation for each succeeding calendar year for the purpose of determining the incentive fee for
each such year until the full amount of the Carryforward Loss has been offset by Net Appreciation.
For purposes of calculating the Fee for 2005, the initial value of the account is deemed to equal
$353,994.
All expenses relating to the investment of the assets of the Account, including without
limitation, brokerage commissions, dividends payable with respect to Securities sold short,
custodial fees, bank service fees, interest on Account-related loans and debit balances, transfer
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taxes and other fees and expenses related to the purchase, sale or other disposition of such assets
(other expenses), shall be the sole responsibility of Client and will be payable from the
Account.
8. ADVISORS DUTY OF CARE.
Except for malfeasance or breach of duty, or violation of applicable law, neither Advisor nor
any of its principals, managers, members, officers, directors, employees or affiliates shall be
liable hereunder for any action performed or omitted to be performed or for any errors of judgment
in managing the Account. Advisor and its principals, managers, members, officers, directors,
employees and affiliates shall not be responsible for any loss incurred by reason of any act or
omission of any broker, dealer or custodian; provided, however, that Advisor will make reasonable
efforts to require that brokers, dealers and custodians perform their obligation with respect to
the Account. Advisor, in the maintenance of its records, does not assume responsibility for the
accuracy of information furnished by the Client, Custodian or any other third-party over which
Advisor does not have direct control. Except as expressly set forth in this Agreement, it is
agreed that Advisor has no other discretion, duty or responsibility whatsoever with respect to the
control, management or administration of the Account. Nothing herein in any way constitutes a
waiver or limitation of any of the obligations that Advisor may have under Federal and state
securities laws.
9. CONFIDENTIAL RELATIONSHIP.
Except as otherwise agreed in writing or as required by law, each party hereto will (and will
use its reasonable efforts to cause its employees, agents and representatives to keep confidential
all account information and shall not use (and shall cause its employees, agents and
representatives not to use nor disclose) for any purpose such information other than in connection
with performing their respective obligations under this agreement.
10. TERMINATION.
Either party shall have the right to terminate this Agreement for any reason upon thirty (30)
days prior written notice to the other party.. Termination of this Agreement will not affect (a)
the validity of any action previously taken by Advisor under this Agreement; (b) liabilities or
obligations of the parties from transactions initiated before termination of this Agreement; or (c)
Clients obligation to pay fees to Advisor (pro rated through the date of termination). When
termination is requested by either party, all subsequent investment transactions should be reviewed
and approved by Client in advance.
11. ASSIGNMENT.
Assignment of this Agreement may be made by Advisor with the prior written consent of Client
provided such consent will not be unnecessarily withheld.
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12. AMENDMENT.
This Agreement may be amended from time to time with the mutual written consent of the parties
hereto.
13. GOVERNANCE.
This Agreement will be interpreted in accordance with the substantive laws of the State of
Florida applicable to contracts made between residents of that state to be wholly performed within
that state, without reference to any conflict of law rule that might cause the laws of any other
jurisdiction to apply. Any action, suit or proceeding arising under or relating to this Agreement
shall be brought in the courts of the State of Florida.
14. NOTICES.
Any notice, advice or report to be given to Client under this Agreement will be delivered in
person, by U.S. mail or overnight courier (postage prepaid) or sent by facsimile transmission or
e-mail (with a hard copy sent by U.S. mail or overnight courier) to Client at the following
address, or at such other address as Client may designate in writing:
PartnerCommunity, Inc.
901 Yamato Road, Suite 115
Boca Raton, FL 33410
Attention: John Yin
And if to Advisor at:
Mayim Management LLC, Attention: David Portnoy
61 Harbour Way
Bal Harbour, FL 33154
15. SUCCESSORS.
This Agreement inures to the benefit of Advisor and its successors, irrespective of any change
at any time in the personnel thereof.
16. INDEPENDENT CONTRACTOR.
Advisor is and will hereafter act as an independent contractor and not as an employee of the
Client, and nothing in this Agreement may be interpreted or construed to create any employment,
partnership, joint venture or other relationship between Advisor and Client.
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17. SEVERABILITY.
The invalidity or enforceability of any provision hereof shall in no way affect the validity
or enforceability of any and all other provisions hereof.
18. ENTIRE AGREEMENT.
This Agreement is the entire agreement of the parties and supersedes all prior or
contemporaneous written or oral negotiations, correspondence, agreements and understandings
(including any and all pre-existing investment management agreements, which are hereby cancelled),
regarding the subject matter hereof.
19. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. IN WITNESS
WHEREOF, the parties hereof have executed this Agreement on the date first above written.
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Mayim Management LLC (ADVISOR)
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PartnerCommunity, Inc. |
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PartnerCommunity, Inc. |
By: /s/ David I. Portnoy
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By: /s/ David I. Portnoy |
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David I. Portnoy
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David I. Portnoy |
President
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Chairman of the Board |
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November 30, 2003
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November 30, 2003 |
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Date
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Date |
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