TSTF Dlh Holdings Corporation (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D/A

 

Amendment No. 9

 

Under the Securities Exchange Act of 1934

 

TeamStaff, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

87815U204

(CUSIP Number)

 

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26 ^th Floor

New York, New York 10019

(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 15, 2012

(Date of Event which requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o .

 

CUSIP No. 87815U204

13D/A

Page 2 of 15 Pages

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,280,002 (see Item 5)
	8	SHARED VOTING POWER   -0- (see Item 5)
	9	SOLE DISPOSITIVE POWER   1,280,002 (see Item 5)
	10	SHARED DISPOSITIVE POWER   -0- (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,280,002 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.28%
14	TYPE OF REPORTING PERSON (See Instructions)   PN

 

CUSIP No. 87815U204

13D/A

Page 3 of 15 Pages

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Wynnefield Partners Small Cap Value, L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,089,400 (see Item 5)
	8	SHARED VOTING POWER   -0- (see Item 5)
	9	SOLE DISPOSITIVE POWER   2,089,400 (see Item 5)
	10	SHARED DISPOSITIVE POWER   -0- (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,089,400 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   21.67%
14	TYPE OF REPORTING PERSON (See Instructions)   PN

 

CUSIP No. 87815U204

13D/A

Page 4 of 15 Pages

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   965,153 (see Item 5)
	8	SHARED VOTING POWER   -0- (see Item 5)
	9	SOLE DISPOSITIVE POWER   965,153 (see Item 5)
	10	SHARED DISPOSITIVE POWER   -0- (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   965,153 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.01%
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

CUSIP No. 87815U204

13D/A

Page 5 of 15 Pages

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   3,369,402 (see Item 5)
	8	SHARED VOTING POWER   -0- (see Item 5)
	9	SOLE DISPOSITIVE POWER   3,369,402 (see Item 5)
	10	SHARED DISPOSITIVE POWER   -0- (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,369,402 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.95%
14	TYPE OF REPORTING PERSON (See Instructions)   OO (Limited Liability Company)

 

CUSIP No. 87815U204

13D/A

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Wynnefield Capital, Inc. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   965,153 (see Item 5)
	8	SHARED VOTING POWER   -0- (see Item 5)
	9	SOLE DISPOSITIVE POWER   965,153 (see Item 5)
	10	SHARED DISPOSITIVE POWER   -0- (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   965,153 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.01%
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

CUSIP No. 87815U204

13D/A

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Wynnefield Capital, Inc. Profit Sharing Plan, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   141,806 (see Item 5)
	8	SHARED VOTING POWER   -0- (see Item 5)
	9	SOLE DISPOSITIVE POWER   141,806 (see Item 5)
	10	SHARED DISPOSITIVE POWER   -0- (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   141,806 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.47%
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

CUSIP No. 87815U204

13D/A

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   141,806 (see Item 5)
	8	SHARED VOTING POWER   4,334,555 (see Item 5)
	9	SOLE DISPOSITIVE POWER   141,806 (see Item 5)
	10	SHARED DISPOSITIVE POWER   4,334,555 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,476,361 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   46.43%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

 

CUSIP No. 87815U204

13D/A

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)   Joshua H. Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 - (see Item 5)
	8	SHARED VOTING POWER   4,334,555 (see Item 5)
	9	SOLE DISPOSITIVE POWER   - 0 - (see Item 5)
	10	SHARED DISPOSITIVE POWER   4,334,555 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,334,555 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   44.96%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

 

CUSIP No. 87815U204

13D/A

Page 10 of 15 Pages

 

This Amendment No. 9 (the "Amendment") amends the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission on March 18, 2005, and as amended by Amendment No. 1 filed on November 23, 2005, and further amended by Amendment No. 2 filed on January 30, 2007, and further amended by Amendment No. 3 filed on March 12, 2007, and further amended by Amendment No. 4 filed on March 26, 2007, and further amended by Amendment No. 5 filed on February 29, 2008, and further amended by Amendment No. 6 filed on March 20, 2008, and further amended by Amendment No. 7 filed on July 8, 2011, and as further amended by Amendment No. 8 filed on August 8, 2011 (the "Statement") by Wynnefield Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Partners Small Cap Value, L.P. I (the "Partnership-I"), Wynnefield Small Cap Value Offshore Fund, Ltd. (the "Fund"), Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("WCI"), Channel Partnership II, L.P. (“Channel”), Wynnefield Capital Inc. Profit Sharing Plan Inc. (“Profit Sharing Plan”), Nelson Obus (“Mr. Obus”), and Joshua Landes (“Mr. Landes”), collectively, the “Wynnefield Reporting Persons,” with respect to shares of common stock, $0.001 par value (the “Shares”), of TeamStaff, Inc., a New Jersey corporation with its principal executive offices located at 300 Atrium Drive, South Plainfield, NJ 08873 (the "Issuer"). Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged. Capitalized terms used but not defined herein shall have the meaning set forth in the Statement.

 

Item 3.  Source and Amount of Funds or Other Consideration

 

This Item 3 is hereby amended and restated as follows:

The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $7,611,401 (including brokerage commissions).  All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 5. Interest in Securities of the Issuer .

 

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

  

(a) - (c) As of June 15, 2012, the Wynnefield Reporting Persons beneficially owned in the aggregate 4,476,361 Shares, constituting approximately 46.43% of the outstanding Shares (the percentage of Shares owned being based upon the 9,305,702 Shares outstanding on June 15, 2012, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2012, plus an aggregate of 53,846 Shares issuable to the Wynnefield Reporting Persons upon exercise of the Warrants (as defined herein), plus an aggregate of 280,682 Shares issuable to the Wynnefield Reporting Persons upon conversion of the Convertible Debentures (as defined herein)).

 

The following table sets forth certain information with respect to the Shares directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

 

Name	Number of Common Stock	Percentage of Outstanding Common Stock
Partnership	1,280,002	13.28%
Partnership I	2,089,400	21.67%
Fund	965,153	10.01%
Profit Sharing Plan	141,806	1.47%

  

CUSIP No. 87815U204

13D/A

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WCM is the sole general partner of the Partnership and Partnership-I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Shares that Partnership and Partnership-I beneficially own. WCM, as the sole general partner of Partnership and Partnership-I, has the sole power to direct the voting and disposition of the Shares that Partnership and Partnership-I beneficially own.  Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Shares that WCM may be deemed to beneficially own.

 

Each of Messrs. Obus and Landes, as a co-managing member of WCM, shares with the other the power to direct the voting and disposition of the Shares that WCM may be deemed to beneficially own.  WCI is the sole investment manager of the Fund and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Shares that the Fund beneficially owns.

 

WCI as the sole investment manager of the Fund, has the sole power to direct the voting and disposition of the Shares that the Fund beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Shares that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as executive officers of WCI, shares with the other the power to direct the voting and disposition of the Shares that WCI may be deemed to beneficially own.

 

Mr. Obus is the portfolio manager for the Profit Sharing Plan and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the Shares that the Profit Sharing Plan may be deemed to beneficially own.  Mr. Obus, as a portfolio manager for the Profit Sharing Plan, has the sole power to direct the voting and disposition of the Shares beneficially owned by the Profit Sharing Plan.

 

CUSIP No. 87815U204

13D/A

Page 12 of 15 Pages

 

Beneficial ownership of the Shares shown on the cover pages of and set forth elsewhere in this Statement for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 4,476,361 Shares, constituting approximately 46.43% of the outstanding Shares (the percentage of Shares owned being based upon the 9,305,702 Shares outstanding on June 15, 2012, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2012, plus an aggregate of 53,846 Shares issuable to the Wynnefield Reporting Persons upon exercise of the Warrants (as defined herein), plus an aggregate of 280,682 Shares issuable to the Wynnefield Reporting Persons upon conversion of the Convertible Debentures.

 

The filing of this Statement and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Statement.

 

Except as set forth below, to the best knowledge of the Wynnefield Reporting Persons, except as described in this Statement, none of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Shares, and there have been no transactions in the Shares affected during the past 60 days, by the Wynnefield Reporting Persons, any person in control of the Wynnefield Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable.

 

The Wynnefield Reporting Persons have acquired Shares during the last 60 days, as follows:

 

 

Name	Date	Number of Shares	Price Per Share
Partnership	June 15, 2012	794,094	$1.30
Partnership I	June 15, 2012	1,459,833	$1.30
Fund	June 15, 2012	537,081	$1.30
Profit Sharing Plan	June 15, 2012	49,243	$1.30

  

CUSIP No. 87815U204

13D/A

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(d)   No person, other than each member of the Wynnefield Reporting Persons referred to as the direct beneficial owner of the shares of Common Stock set forth in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.

 

(e)   Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

Except as set forth below, to the best knowledge of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, or any general partner, executive officer or director thereof, as applicable, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Wynnefield Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

On June 15, 2012, the Issuer and the Reporting Persons entered into a registration rights agreement (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, within 90 days after June 15, 2012, the Issuer is obligated to (i) prepare and file a shelf registration statement with the Securities and Exchange Commission covering the Shares beneficially owned by the Wynnefield Reporting Persons for resale in registered transactions and (ii) use its commercially reasonable efforts to maintain the effectiveness of the shelf registration statement while the Wynnefield Reporting Persons hold such Shares. The Registration Rights Agreement also gives the Wynnefield Reporting Persons piggyback registration rights under certain circumstances.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1

Registration Rights Agreement dated June 15, 2012 between the Issuer and the Reporting Persons.

 

CUSIP No. 87815U204

13D/A

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 22, 2012

 

	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
	By:	Wynnefield Capital Management, LLC, General Partner
		By:	/s/ Nelson Obus
			Nelson Obus, Co-Managing Member
	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
	By:	Wynnefield Capital Management, LLC, General Partner
		By:	/s/ Nelson Obus
			Nelson Obus, Co-Managing Member
	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
	By:	Wynnefield Capital, Inc.
		By:	/s/ Nelson Obus
			Nelson Obus, President
	WYNNEFIELD CAPITAL MANAGEMENT, LLC
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member

 

CUSIP No. 87815U204

13D/A

Page 15 of 15 Pages

 

 

	WYNNEFIELD CAPITAL, INC.
	By:	/s/ Nelson Obus
		Nelson Obus, President

 

 

	WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN, INC.
	By:	/s/ Nelson Obus
		Nelson Obus, Authorized Signatory

 

 

	/s/ Joshua H. Landes
	Joshua H. Landes, Individually
	/s/ Nelson Obus
	Nelson Obus, Individually