SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
(Rule
14C-101)
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of
the
Securities Exchange Act of 1934
Check the
appropriate box:
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[X]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)
(1))
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[ ]
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Definitive
Information Statement
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JESUP & LAMONT,
INC.
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5) Total
fee paid:
Fee
previously paid with preliminary materials.
Check box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1)
Amount Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3)
Filing Party:
(4) Date
Filed:
JESUP
& LAMONT, INC.
650
Fifth Avenue, 3
rd
Floor
New
York, New York 10019
(212)
307-2660
NOTICE OF
STOCKHOLDER ACTION BY WRITTEN CONSENT
To our
Stockholders:
NOTICE IS
HEREBY GIVEN that the Board of Directors (the “Board”) of Jesup & Lamont,
Inc., a Delaware corporation (hereinafter “we”, “us” or “our”), has approved,
and the holders of more than a majority of the outstanding shares of our common
stock, par value $0.01 per share (the “Common Stock”), have executed a written
consent in lieu of a special meeting approving, the following
actions:
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1.
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The
sale and issuance of 969,696 shares of Common Stock, priced at $1.00 per
share, and 242,424 warrants, priced at $0.125 per warrant, each to
purchase one share of Common Stock at $1.20 per share, for an aggregate
subscription amount of $1,000,000, pursuant to purchase agreements with 2
accredited investors, dated June 12, 2008 (the “June 2008 Private
Placement”);
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2.
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The
sale and issuance of 3,202,313 shares of Common Stock, at prices ranging
from $0.40 to $0.55 per share, and 800,573 warrants, priced at $0.125 per
warrant, each to purchase one share of Common Stock at prices ranging from
$0.44 to $0.61 per share, for an aggregate subscription amount of
$1,534,996.72, pursuant to purchase agreements with 18 accredited
investors, dated between November 19, 2008 and December 15, 2008 (the
“July 2008 Private Placement”); and
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3.
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The
sale and issuance of 4,829,449 shares of Common Stock, at prices ranging
from $0.31 to $0.55 per share, and 1,208,442 warrants, priced at $0.125
per warrant, each to purchase one share of Common Stock at prices ranging
from $0.341 to $0.61 per share, for an aggregate subscription amount of
$2,265,000, pursuant to purchase agreements with 13 accredited investors,
dated between November 19, 2008 and February 27, 2009 (the “February 2009
Private Placement” and collectively with the June 2008 Private Placement
and the July 2009 Private Placement, the “Transactions”);
and
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4.
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The
sale and issuance of Common Stock and warrants to the purchasers in the
Transactions, including the following interested parties and/or their
affiliated entities: Alan Weichselbaum, the Chief Executive Officer,
Acting Chief Financial Officer and a director of the Company, Mark A.
Wilton, who became a director of the Company subsequent to his investment,
James Fellus, the Chief Executive Officer of Jesup & Lamont Securities
Corporation, OIC Nominees LTD, a more than 5% holder of the Company’s
Common Stock, and Paul Aronson, a consultant to the
Company.
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The
accompanying Information Statement, which describes the above corporate actions
in more detail, is being furnished to our stockholders for informational
purposes only, pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
prescribed thereunder. Under the Delaware General Corporation Law and our
bylaws, stockholder action may be taken by written consent without a meeting of
stockholders. The written consent of the holders of a majority of our
outstanding Common Stock is sufficient under the Delaware General Corporation
Law and our bylaws to approve the actions described above. Accordingly, the
actions described above will not be submitted to our other stockholders for a
vote. Pursuant to Rule 14c-2 under the Exchange Act, these
corporate actions will not be effected until at least twenty (20) calendar days
after the mailing of the Information Statement to our stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This
letter is the notice required by Section 228(e) of the Delaware General
Corporation Law. We expect to first mail the Information Statement on
or about September [__], 2009 to stockholders of record as of September [__],
2009.
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September
[__], 2009
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By
Order of the Board of Directors of Jesup & Lamont,
Inc
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.
JESUP
& LAMONT, INC.
650
Fifth Avenue, 3
rd
Floor
New
York, New York 10019
(212)
307-2660
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
NO
VOTE OR OTHER ACTION OF OUR STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Jesup
& Lamont, Inc., a Delaware corporation (hereinafter “we”, “us” or “our”) is
sending you this Information Statement solely for the purpose of informing our
stockholders in the manner required under Regulation 14(c) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the actions
taken by the holders of a majority of our outstanding common stock, par value
$0.01 per share (the “Common Stock”), by written consent. No action
is requested or required on your part.
What actions were taken by the
written consent in lieu of a special meeting?
Our Board
of Directors (the “Board”) has, and stockholders holding at least a majority of
the issued and outstanding shares of our Common Stock have, approved by written
consent in lieu of a special meeting, the following actions:
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1.
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The
sale and issuance of 969,696 shares of Common Stock, priced at $1.00 per
share, and 242,424 warrants, priced at $0.125 per warrant, each to
purchase one share of Common Stock at $1.20 per share, for an aggregate
subscription amount of $1,000,000, pursuant to purchase agreements with 2
accredited investors, dated June 12, 2008 (the “June 2008 Private
Placement”);
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2.
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The
sale and issuance of 3,202,313 shares of Common Stock, at prices ranging
from $0.40 to $0.55 per share, and 800,573 warrants, priced at $0.125 per
warrant, each to purchase one share of Common Stock at prices ranging from
$0.44 to $0.61 per share, for an aggregate subscription amount of
$1,534,996.72, pursuant to purchase agreements with 18 accredited
investors, dated between November 19, 2008 and December 15, 2008 (the
“July 2008 Private Placement”); and
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3.
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The
sale and issuance of 4,829,449 shares of Common Stock, at prices ranging
from $0.31 to $0.55 per share, and 1,208,442 warrants, priced at $0.125
per warrant, each to purchase one share of Common Stock at prices ranging
from $0.341 to $0.61 per share, for an aggregate subscription amount of
$2,265,000, pursuant to purchase agreements with 13 accredited investors,
dated between November 19, 2008 and February 27, 2009 (the “February 2009
Private Placement” and collectively with the June 2008 Private Placement
and the July 2009 Private Placement, the “Transactions”);
and
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4.
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The
sale and issuance of Common Stock and warrants to the purchasers in the
Transactions, including the following interested parties and/or their
affiliated entities: Alan Weichselbaum, the Chief Executive Officer,
Acting Chief Financial Officer and a director of the Company, Mark A.
Wilton, who became a director of the Company subsequent to his investment,
James Fellus, the Chief Executive Officer of Jesup & Lamont Securities
Corporation, OIC Nominees LTD, a more than 5% holder of the Company’s
Common Stock, and Paul Aronson, a consultant to the
Company.
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How
many shares were voted for the actions?
The June
2008 Private Placement, the July 2008 Private Placement and the February 2009
Private Placement were unanimously approved by our Board of Directors at
meetings held on April 9, 2008, August 12, 2008 and February 26, 2009,
respectively, and by a majority of our stockholders entitled to vote pursuant to
action taken by written consent dated September [__], 2009. The
approval of the Transactions by the written consent of our stockholders in lieu
of a special meeting requires the consent of the holders of at least a majority
of the outstanding shares of Common Stock and Series C, F and G Preferred Stock,
on an as-converted basis, as of September [__], 2009, hereinafter the “Record
Date.” On the Record Date, there were [22,328,956] shares of our
Common Stock outstanding and entitled to vote. Each share of our
Common Stock is entitled to one vote. There were also outstanding
[7,062] shares of Series C Preferred Stock, entitled to an aggregate of
[353,100] votes; [781,527] shares of Series F Preferred Stock, entitled to an
aggregate of [781,527] votes; and [1,688] shares of Series G Preferred Stock,
entitled to an aggregate of [2,481,360] votes. In the aggregate,
[25,944,943] shares were entitled to vote on the Record Date. The
holders of [__________] shares of our Common Stock, representing approximately
[_____]% of the shares entitled to vote on the Record Date, executed a written
consent in lieu of a special meeting.
Under Delaware General Corporation Law
and our bylaws, stockholder action may be taken by written consent without a
meeting of stockholders. The written consent of the holders of a majority of our
outstanding Common Stock is sufficient under the Delaware General Corporation
Law and our bylaws to approve the Transactions. Consequently, no
further stockholder action is required.
Am
I entitled to dissenter's rights?
The
Delaware General Corporation Law does not provide for dissenter's rights for the
Transactions.
APPROVAL
OF TRANSACTIONS
Our Board
of Directors and a majority of our stockholders entitled to vote have approved
the Transactions and the sale and issuance of Common Stock and warrants to the
interested parties thereunder.
Background
We entered into the Transactions as
follows:
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·
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June 2008 Private Placement -
Pursuant to purchase agreements with 2 accredited investors, dated
June 12, 2008, the Company sold units consisting of an aggregate of
969,696 shares of Common Stock, priced at $1.00 per share, and 242,424
warrants, priced at $0.125 per warrant, each to purchase one share of
Common Stock at $1.20 per share, for an aggregate subscription amount of
$1,000,000.
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·
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July 2008 Private Placement -
Pursuant to purchase agreements with 18 accredited investors, dated
between November 19, 2008 and December 15, 2008, the Company sold units
consisting of an aggregate of 3,202,313 shares of Common Stock, at prices
ranging from $0.40 to $0.55 per share, and 800,573 warrants, priced at
$0.125 per warrant, each to purchase one share of Common Stock at prices
ranging from $0.44 to $0.61 per share, for an aggregate subscription
amount of $1,534,996.72.
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·
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February 2009 Private
Placement -
Pursuant to purchase agreements with 13 accredited
investors, dated between November 19, 2008 and February 27, 2009, the
Company sold units consisting of an aggregate of 4,829,449 shares of
Common Stock, at prices ranging from $0.31 to $0.55 per share, and
1,208,442 warrants, priced at $0.125 per warrant, each to purchase one
share of Common Stock at prices ranging from $0.341 to $0.61 per share,
for an aggregate subscription amount of
$2,265,000.
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Interested
parties in the Transactions were Alan Weichselbaum, the Chief Executive Officer,
Acting Chief Financial Officer and a director of the Company, Mark A. Wilton,
who became a director of the Company subsequent to his investment, James Fellus,
the Chief Executive Officer of Jesup & Lamont Securities Corporation, OIC
Nominees LTD, a more than 5% holder of the Company’s Common Stock, and Paul
Aronson, a consultant to the Company (collectively, the “Interested
Parties”).
On or
about August 11, 2009, we submitted an additional listing application to the
NYSE Amex covering all of the shares of Common Stock and shares underlying the
warrants to be issued in connection with the Transactions. The NYSE
Amex took the position that the Company is proposing to issue 6,685,569 shares
of Common Stock and 1,586,889 shares of Common Stock underlying warrants at a
price less than the greater of book or market value of the Common Stock on the
respective dates of the Transactions, which number of shares is in excess of 20%
of the Company’s shares of Common Stock outstanding. Section 713 of
the NYSE Amex Company Guide requires shareholder approval when a company is
issuing in excess of 20% of its shares outstanding at a price less than the
greater of book or market value. Therefore, the Board sought
stockholder approval of the Transactions and the issuances of Common Stock and
warrants to the Interested Parties and/or their affiliated entities pursuant to
the Transactions.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of the Record Date, the number of shares of our Common
Stock beneficially owned by (i) each person or entity known to us to be the
beneficial owner of more than 5% of the outstanding Common Stock; (ii) each
officer and director; and (iii) all officers and directors as a
group. Information relating to beneficial ownership of Common Stock
by our principal stockholders and management is based upon information furnished
by each person using “beneficial ownership” concepts under the rules of the U.S.
Securities and Exchange Commission (“SEC”). Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days of the Record Date. Under the SEC
rules, more than one person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of securities as
to which he or she may not have any pecuniary beneficial
interest.
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Name
and Address of
Beneficial
Owner(1)
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Amount
and Nature of
Beneficial
Ownership(2)
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Percent
of Class
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Donald
A. Wojnowski Jr. (3)
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625,860
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2.8%
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Steven
M. Rabinovici (8)
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5,381,962
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24.0%
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John
C. Rudy (4)
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235,000
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0.6%
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Benjamin
J. Douek (5)
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100,000
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0.3%
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Alan
Weichselbaum (6)
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4,576,029
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14.3%
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Mark
A. Wilton
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--
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--
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James
B. Fellus (7)
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4,519,929
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14.1%
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EFH
Partners, LLC (9)
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5,181,962
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23.1%
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Wexus
Capital
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3,869,969
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17.3%
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Joab
Capital
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3,869,969
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17.3%
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Steven
A. Horowitz (10)
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5,384,462
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24.0%
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Paul
H. Brown (11)
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3,342,984
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14.9%
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Daniel
J. Barnett (12)
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1,262,110
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5.6%
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Harvey
McGrath (13)
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1,240,680
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5.5%
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Officer
and Directors as a group
(6
persons)
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15,338,780
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36.9%
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(1) The
addresses of the persons named in this table are as follows: Donald A.
Wojnowski, 2170 West State Road 434, Suite 100, Longwood, Florida 32779; Steven
M. Rabinovici and Alan Weichselbaum, 650 Fifth Avenue, 3
rd
Floor,
New York, New York 10019; John C. Rudy, 245 Main Street, Suite 2N, Matawan, NJ
07747; Benjamin J. Douek, 650 Fifth Ave., 17
th
Floor,
New York, NY 10019; Mark A. Wilton, [ADDRESS]; Steven A. Horowitz, 400 Garden
City Plaza, Garden City, NY 11530; EFH Partners, LLC, 405 Park Avenue, Suite
1401, New York, NY 10022; Paul H. Brown, Le Panorama AB, 57 Rue Grimaldi, MC
98000, Monaco; Daniel J. Barnett, 297 Asharoken Avenue, Northport, NY 11768; and
Harvey McGrath, c/o Windels Marx Lane & Mittendorf LLP, 156 West 56th
Street, New York, NY 10019.
(2) A
person is deemed to be a beneficial owner of securities that can
be by such person within 60 days from March 31, 2009 upon the
exercise of options and warrants or conversion of convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that options,
warrants and convertible securities that are held by such person (but not held
by any other person) and that are exercisable or convertible within 60 days from
March 31, 2009 have been exercised or converted. Except as otherwise indicated,
and subject to applicable community property and similar laws, each of the
persons named has sole voting and investment power with respect to the shares
shown as beneficially owned. All percentages are determined based on the number
of all shares, including those underlying options, warrants and convertible
securities exercisable or convertible within 60 days from March 31, 2009 held by
the named individual, divided by 16,573,451 outstanding shares on March 31, 2009
plus those shares underlying options, warrants and convertible securities
exercisable or convertible within 60 days from March 31, 2009 held by the named
individual or the group.
(3) Mr.
Wojnowski owns options to purchase 425,000 shares of common stock at $2.00 per
share, all of which are exercisable within 60 days from April 22, 2008. Mr.
Wojnowski also owns 64,844 shares of restricted common stock, none of which are
vested within 60 days from April 22, 2008.
(4) Mr.
Rudy owns options that are currently eligible to purchase 50,000 shares of our
common stock at $2.05 per share, 10,000 shares at $2.82 per share, and 75,000
shares of our common stock at $1.42 per share, all of which are exercisable
within 60 days from April 22, 2008. Mr Rudy also owns options that
are currently eligible to purchase 100,000 shares of our common stock at $1.07
per share, all of which are exercisable within 60 days from November 3,
2008.
(5) Mr. Douek
owns options that are currently eligible to purchase 100,000 shares of our
common stock at $1.07 per share, all of which are exercisable within 60 days
from November 3, 2008.
(6) Mr. Weichselbaum’s
beneficial ownership includes the following securities: (a) 3,869,969 shares of
common stock owned by Wexus Capital LLC; (b) 484,848 shares of our common stock
due but have not been issued to Gimmel Partners LP; (c) warrants due but have
not been issued to Gimmel Partners LP, currently exercisable to purchase 121,212
shares of our common stock at $1.20 per share; and (d) options currently
exercisable, to purchase 100,000 shares of our common stock at $1.07 per share.
Gimmel Partners LP is legally entitled to those securities pursuant to executed
and fully paid subscription agreements. Mr. Weichselbaum disclaims
beneficial ownership of securities owned by Gimmel Partners LP, except to the
extent of his pecuniary interest therein, if any.
(7) Mr. Fellus’s
beneficial ownership includes the following securities: (a) 3,869,969 shares of
common stock owned by Joab Capital LLC; (b) 484,848 shares of our common stock
due but have not been issued to Joab Partners LP; (c) warrants due but have not
been issued to Joab Partners LP, currently exercisable to purchase 121,212
shares of our common stock at $1.20 per share; (d) 8,500 shares of our common
stock owned directly; and (e) 35,400 shares of our common stock owned by the
James B. Fellus IRA. Joab Capital LLC is legally entitled to these securities
pursuant to executed and fully paid subscription agreements. Mr. Fellus
disclaims beneficial ownership of securities owned by Joab Capital LLC, except
to the extent of his pecuniary interest therein, if any.
(8) Includes
options, currently exercisable, to purchase 200,000 shares of our common stock
at $2.00 per share. As one of two Managing Members of EFH Partners, LLC, jointly
with Steven M. Horowitz, Steven M. Rabinovici also has shared dispositive and
voting power with respect to 4,371,962 shares of our common stock owned of
record by EFH Partners, LLC, and shared dispositive power with respect to (a)
warrants currently exercisable to purchase 60,000 shares of our common stock at
$1.50 per share; (b) warrants currently exercisable to purchase 200,000shares of
our common stock at $2.00 per share; (c) options to purchase 400,000 shares of
our common stock, at an exercise price of $1.75 per share, and (d) options to
purchase 150,000 shares of our common stock, at an exercise price of $2.25 per
share. Mr. Rabinovici also has shared voting power with respect to the shares
underlying (c) and (d) above, which are covered by irrevocable proxies, dated
May 20, 2005, delivered by The Gagne First Revocable Trust to EFH Partners, LLC,
which permit EFH Partners, LLC to vote theses shares on all matters, except that
without the approval of the Gagne First Revocable Trust, these shares may not be
voted in favor of (i) the sale of all or substantially all of our assets, (ii)
our merger with any other entity or (iii) the authorization of a new employee
stock option plan or an increase in the number of shares of our common stock
available under any existing employee stock option plan. (See footnote 5 above
and footnotes 11 and 12 below). Warrants or options for a total of 1,010,000 of
these shares are exercisable within 60 days from April 22, 2008. Mr. Rabinovici
disclaims beneficial ownership of any share beneficially owned by EFH Partners,
LLC, except to the extent of his pecuniary interest in such shares.
(9) Includes
warrants currently exercisable to purchase 60,000 shares of our common stock at
$1.50 per share and warrants currently exercisable to purchase 200,000 shares of
our common stock at $2.00 per share. Also includes options, currently
exercisable, to purchase (i) 400,000 shares of our common stock at an exercise
price of $1.75 per share, and (ii) 150,000 shares of our common stock, at an
exercise price of $2.25 per share. The shares underlying these options are held
of record by The Gagne First Revocable Trust, and are also covered by
irrevocable proxies, dated May 20, 2005, delivered by The Gagne First
Revocable Trust to EFH Partners, LLC, which permit EFH Partners, LLC to vote
these shares on all matters, except that without the approval of The Gagne First
Revocable Trust, these shares may not be voted in favor of(i) the sale of all or
substantially all of our assets, (ii) our merger with any other entity or (iii)
the authorization of a new employee stock option plan or an increase in the
number of shares of our common stock available under any existing employee stock
option plan. EFH Partners, LLC is an affiliated entity and a major shareholder.
Steven M. Rabinovici, our Chairman, is one of its two managing members.
Investment making authority for the EFH Partners, LLC is vested in Steven M.
Rabinovici and Steven M. Horowitz, managing members. EFH Partners, LLC,
purchased the stock in the ordinary course of business, and at the time of
purchase of the stock to be resold, had no agreements or understandings directly
or indirectly with any person to sell the stock.
(10) Steven
A. Horowitz, as one of two Managing Members of EFH Partners, LLC, jointly with
Steven M. Rabinovici, has shared dispositive and voting power with respect to
4,371,962 shares of our common stock owned of record by EFH Partners, LLC, and
shared dispositive power with respect to (a) warrants currently exercisable to
purchase 60,000 shares of our common stock at $1.50 per share; (b) warrants
currently exercisable to purchase 200,000 shares of our common stock at $2.00
per share; (c) options to purchase 400,000 shares of our common stock, at an
exercise price of $1.75 per share, and (d) options to purchase 150,000 shares of
our common stock, at an exercise price of $2.25 per share. Mr. Horowitz also has
shared voting power with respect to the shares underlying (c) and (d) above,
which are covered by irrevocable proxies, dated May 20, 2005, delivered by The
Gagne First Revocable Trust to EFH Partners, LLC, which permit EFH Partners, LLC
to vote theses shares on all matters, except that without the approval of the
Gagne First Revocable Trust, these shares may not be voted in favor of (i) the
sale of all or substantially all of our assets, (ii) our merger with any other
entity or (iii) the authorization of a new employee stock option plan or an
increase in the number of shares of our common stock available under any
existing employee stock option plan. (See footnote 5, 6 and 11 above). Warrants
or options for a total of 810,000 of these shares are exercisable within 60 days
from April 22, 2008. Mr. Horowitz, jointly with Lynn Diamond, as trustees of
3111 Broadway Reality Corp. Charitable Remainder Trust, has dispositive power
with respect to warrants, currently exercisable to purchase 140,000 shares of
our common stock at $3.10 per share, and warrants, currently exercisable, to
purchase 62,500 shares of our common stock at $5.46 per share, beneficially
owned by 3111 Broadway Reality Corp. Charitable Remainder Trust. Mr. Horowitz
disclaims beneficial ownership of any shares beneficially owned by EFH Partners,
LLC and 3111 Broadway Reality Corp. Charitable Remainder Trust, except to the
extent of his pecuniary interest in such shares.
(11) Mr.
Brown's beneficial ownership includes the following securities: (a) 574,416
shares of common stock that have not been issued; (b) warrants that have not
been issued, currently exercisable, to purchase 287,208 shares of common stock
at $1.40 per share, owned by Sofisco Nominees Limited; (c) 844 shares of Series
G Preferred Stock, currently convertible into 1,240,680 shares of common stock;
and (d) warrants to purchase 1,240,680 shares of common stock at $0.816 per
share, owned by Impala Nominees Limited. Sofisco Nominees Limited and Impala
Nominees Limited are legally entitled to those securities pursuant to executed
and fully paid subscription agreements. Mr. Brown, as the sole director of
Sofisco Nominees Limited and Impala Nominees Limited, has voting and investment
authority with respect to securities owned by those entities, and therefore may
be deemed to be the indirect beneficial owner of those securities. Mr. Brown
disclaims beneficial ownership of securities owned by Sofisco Nominees Limited
and Impala Nominees Limited, except to the extent of his pecuniary interest
therein, if any.
(12) Mr.
Barnett's beneficial ownership includes the following securities owned by
Harvco, LLC: 422 shares of Series G Preferred Stock, currently convertible into
620,340 shares of common stock and warrants to purchase 620,340 shares of common
stock at $0.816 per share. Mr. Barnett, as the sole member and manager of
Harvco, LLC, has voting and investment authority with respect to securities
owned by that entity, and therefore may be deemed to be the indirect beneficial
owner of those securities.
(13) Mr.
McGrath's beneficial ownership includes the following securities:(a) 422 shares
of Series G Preferred Stock, currently convertible into 620,340 shares of common
stock; and (b) warrants to purchase 620,340 shares of common stock at $0.816 per
share.
We know of no arrangements, including
pledges, by or among any of the forgoing persons, the operation of which could
result in a change of control of us.
INTEREST
OF CERTAIN PERSONS IN OR
OPPOSITION
TO MATTERS TO BE ACTED UPON
As
discussed above, Alan Weichselbaum, the Chief Executive Officer, Acting Chief
Financial Officer and a director of the Company, Mark A. Wilton, a director of
the Company, and James Fellus, the Chief Executive Officer of Jesup & Lamont
Securities Corporation are interested parties in the Transactions.
Gimmel
Partners L.P., a general partner of which is Alan Weichselbaum, and Joab Capital
LLC, the managing director of which is James Fellus, each purchased units
consisting of 969,696 shares of Common Stock, priced at $1.00 per share, and
242,424 warrants, priced at $0.125 per warrant, each to purchase one share of
Common Stock at $1.20 per share, for an aggregate subscription amount of
$500,000 each, pursuant to purchase agreements dated June 12, 2008.
Alan
Weichselbaum purchased units consisting of 470,588 shares of Common Stock,
priced at $0.50 per share, and 117,647 warrants, priced at $0.125 per warrant,
each to purchase one share of Common Stock at $0.55 per share, for an aggregate
subscription amount of $250,000, pursuant to a purchase agreement dated February
20, 2009.
Mark A.
Wilton purchased units consisting of 1,591,511 shares of Common Stock, priced at
$0.44 per share, and 397,878 warrants, priced at $0.125 per warrant, each to
purchase one share of Common Stock at $0.49 per share, for an aggregate
subscription amount of $750,000, pursuant to purchase agreements dated January
23, 2009. Mr. Wilton also purchased units consisting of 732,600
shares of Common Stock, priced at $0.31 per share, and 183,150 warrants, priced
at $0.125 per warrant, each to purchase one share of Common Stock at $0.34 per
share, for an aggregate subscription amount of $250,000, pursuant to a purchase
agreement dated February 21, 2009.
None of
our other officers or directors has any substantial interest in the
Transactions. None of our directors opposed the
Transactions.
EXPENSE
OF INFORMATION STATEMENT
The
expenses of mailing this Information Statement will be borne by us, including
expenses in connection with the preparation and mailing of this Information
Statement and all documents that now accompany or may after supplement it. It is
contemplated that brokerage houses, custodians, nominees, and fiduciaries will
be requested to forward the Information Statement to the beneficial owners of
our Common Stock held of record by such persons and that we will reimburse them
for their reasonable expenses incurred in connection therewith. Additional
copies of this Information Statement may be obtained at no charge by writing to
us at: 650 Fifth Avenue, 3
rd
Floor,
New York, New York 10019, Attn: Corporate Secretary.
MISCELLANEOUS
One
Information Statement will be delivered to multiple stockholders sharing an
address unless we receive contrary instructions from one or more of the
stockholders sharing such address. Upon receipt of such notice, we will
undertake to promptly deliver a separate copy of this Information Statement to
the stockholder at the shared address to which a single copy of the Information
Statement was delivered and provide instructions as to how the stockholder can
notify us that the stockholder wishes to receive a separate copy of this
Information Statement or other communications to the stockholder in the
future. In the event a stockholder desires to provide us with such
notice, it may be given verbally by telephoning our offices at (212) 307-2660 or
by mail to our address at 650 Fifth Avenue, 3
rd
Floor,
New York, New York 10019, Attn: Corporate Secretary.
We file
annual, quarterly and current reports, proxy statements, and registration
statements with the SEC. These filings are available to the public over the
Internet at the SEC’s website at
http://www.sec.gov
.
You may also read and copy any document we file with the SEC without charge at
the public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference
facilities.
FINANCIAL
AND OTHER INFORMATION
Our financial statements and
information relating to our management’s discussion and analysis of financial
condition and results of operations and changes in and disagreements with
accountants on accounting and financial disclosure are included in Forms 10-Q
for the periods ended March 31 and June 30, 2009, filed with the SEC on May 20
and August 13, 2009, respectively, and in Form 10-K for the year ended December
31, 2008, filed with the SEC on April 15, 2009, which information is
incorporated by reference herein.
|
September
[__], 2009
|
By
Order of the Board of Directors of Jesup & Lamont,
Inc.
|
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