formsc13d.htm

0001140361-11-010177.txt : 20110216 0001140361-11-010177.hdr.sgml : 20110216 20110216161126 ACCESSION NUMBER: 0001140361-11-010177 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110216 DATE AS OF CHANGE: 20110216 GROUP MEMBERS: ANGELA CLARE RANZINI GROUP MEMBERS: JOVE CORPORATION GROUP MEMBERS: LISA RANZINI GROUP MEMBERS: RANZINI FAMILY TRUST DATED 12/20/1989 GROUP MEMBERS: STEPHEN LANGE RANZINI 401K GROUP MEMBERS: STEPHEN LANGE RANZINI SEP IRA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN LIGHT CAPITAL, INC. CENTRAL INDEX KEY: 0001021422 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943240473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57591 FILM NUMBER: 11617743 BUSINESS ADDRESS: STREET 1: 100 PINE STREET STREET 2: SUITE 560 CITY: SAN FRANCISO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-693-9500 MAIL ADDRESS: STREET 1: 100 PINE STREET STREET 2: SUITE 560 CITY: SAN FRANCISO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ALLIANCE INCOME TRUST REAL ESTATE & INVESTMENT TRUS DATE OF NAME CHANGE: 19960822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RANZINI STEPHEN LANGE CENTRAL INDEX KEY: 0001009037 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 959 MAIDEN LANE CITY: ANN ARBOR STATE: MI ZIP: 48105 SC 13D 1 formsc13d.htm EASTERN LIGHT CAPITAL, INC. SC 13D 2-11-2011 formsc13d.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Eastern Light Capital, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

276650108

(CUSIP Number)

Stephen Lange Ranzini, 2015 Washtenaw Avenue, Ann Arbor, Michigan 48104, (734) 741-5858

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 11, 2011

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 person's 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).

Page 1 of 11 Pages

Exhibit Index on Page 10

CUSIP No. 276650108

13D

Page 2 of 11

1	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)	Stephen Lange Ranzini & Lisa Ranzini Joint Tenants by the Entirety
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)	PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).
6	Citizenship or Place of Organization	United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power	1,203
	8	Shared Voting Power	0
	9	Sole Dispositive Power	1.203
	10	Shared Dispositive Power	0

11	Aggregate Amount Beneficially Owned by Each Reporting Person	1,203
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13	Percent of Class Represented by Amount in Row (11)	0.20%
14	Type of Reporting Person (See Instructions)	IN

CUSIP No. 276650108

13D

Page 3 of 11

1	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)	Angela Clare Ranzini
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)	PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).
6	Citizenship or Place of Organization	United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power	18,751
	8	Shared Voting Power	0
	9	Sole Dispositive Power	18,751
	10	Shared Dispositive Power	0

11	Aggregate Amount Beneficially Owned by Each Reporting Person	18,751
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13	Percent of Class Represented by Amount in Row (11)	3.14%
14	Type of Reporting Person (See Instructions)	IN

CUSIP No. 276650108

13D

Page 4 of 11

1	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)	Stephen Lange Ranzini SEP IRA
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)	PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).
6	Citizenship or Place of Organization	United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power	606
	8	Shared Voting Power	0
	9	Sole Dispositive Power	606
	10	Shared Dispositive Power	0

11	Aggregate Amount Beneficially Owned by Each Reporting Person	606
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13	Percent of Class Represented by Amount in Row (11)	0.10%
14	Type of Reporting Person (See Instructions)	OO

CUSIP No. 276650108

13D

Page 5 of 11

1	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)	Stephen Lange Ranzini 401K
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)	PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).
6	Citizenship or Place of Organization	United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power	425
	8	Shared Voting Power	0
	9	Sole Dispositive Power	425
	10	Shared Dispositive Power	0

11	Aggregate Amount Beneficially Owned by Each Reporting Person	425
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13	Percent of Class Represented by Amount in Row (11)	0.07%
14	Type of Reporting Person (See Instructions)	OO

CUSIP No. 276650108

13D

Page 6 of 11

1	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)	Ranzini Family Trust dated 12/20/1989
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)	PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).
6	Citizenship or Place of Organization	United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power	1,525
	8	Shared Voting Power	0
	9	Sole Dispositive Power	1,525
	10	Shared Dispositive Power	0

11	Aggregate Amount Beneficially Owned by Each Reporting Person	1,525
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13	Percent of Class Represented by Amount in Row (11)	0.26%
14	Type of Reporting Person (See Instructions)	OO

CUSIP No. 276650108

13D

Page 7 of 11

1	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)	Jove Corporation
2	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) x (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)	PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).
6	Citizenship or Place of Organization	United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power	5,666
	8	Shared Voting Power	0
	9	Sole Dispositive Power	5,666
	10	Shared Dispositive Power	0

11	Aggregate Amount Beneficially Owned by Each Reporting Person	5,666
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13	Percent of Class Represented by Amount in Row (11)	0.95%
14	Type of Reporting Person (See Instructions)	CO

CUSIP No. 276650108

13D

Page 8 of 11

This Statement on Schedule 13D also constitutes Amendment No. 1 to the Statement on Schedule 13D, dated April 26, 2010, (the "Original Statement"), of

(i)

Stephen Lange Ranzini & Lisa Ranzini Joint Tenants by the Entirety;

(ii)

Angela Clare Ranzini;

(iii)

Stephen Lange Ranzini SEP IRA;

(iv)

Stephen Lange Ranzini 401k;

(v)

Ranzini Family Trust dated 12/20/1989, of which Stephen Lange Ranzini, Joseph Lange Ranzini, and Paul Lange Ranzini are the co-trustees; and

(vi)

Jove Corporation, with respect to the Common Stock, par value $.01 per share ("Common Stock"), of Eastern Light Capital, Inc. (the “Issuer”).

Item 1.

Security and Issuer. The class of equity securities to which this Statement on Schedule 13D (this "Statement") relates is the Common Stock, Par Value $0.01 of Eastern Light Capital, Inc., a California corporation (the "Corporation"), with its principal executive offices at 100 Pine St, Suite 560, San Francisco, CA 94111.

Item 2.

Identity and Background.

(a) This statement is filed by the entities and persons listed below, all of whom, collectively, are referred to herein as the "Reporting Persons."

(i)

Stephen Lange Ranzini & Lisa Ranzini Joint Tenants by the Entirety;

(ii)

Angela Clare Ranzini;

(iii)

Stephen Lange Ranzini SEP IRA;

(iv)

Stephen Lange Ranzini 401k;

(v)

Ranzini Family Trust dated 12/20/1989, of which Stephen Lange Ranzini, Joseph Lange Ranzini, and Paul Lange Ranzini are the co-trustees;

(vi)

Jove Corporation.

(b) The business address of each of the Reporting Persons is:

(i) (iii)(iv)(v)(vi)

2015 Washtenaw Avenue, Ann Arbor, Michigan 48104;

(ii)

21 Williamsburg Court, Skillman, New Jersey 08538.

(i) As to Stephen Lange Ranzini: Director, President and Chief Executive Officer of University Bancorp, Inc. and of University Bank, Ann Arbor, Michigan. He also holds director, officer and/or other positions with a number of subsidiaries of University Bank. He is also the brother of Angela Clare Ranzini and husband of Lisa Ranzini. As to Lisa Ranzini: Registered Nurse;

(ii) Medical Doctor with St. Peters Hospital, New Brunswick, New Jersey. She is also the sister of Stephen Lange Ranzini and the sister-in-law of Lisa Ranzini;

(iii)(iv) Retirement Account of Stephen Lange Ranzini, investment entity;

(v) Ranzini Family Trust dated 12/20/1989, which is domiciled in Virginia, was formed for the benefit of Dr. Angela Ranzini, Catherine Ranzini Clare, Dr. Joseph Lange Ranzini, Paul Lange Ranzini and Stephen Lange Ranzini, each of whom are brothers and sisters. The Ranzini Family Trust dated 12/20/1989 engages in no active business other than investment of trust assets.

(vi) Investment entity.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding.

(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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.

CUSIP No. 276650108

13D

Page 9 of 11

(f) The citizenship of each of the Reporting Persons is as follows:

(i)(ii)

Stephen Lange Ranzini, Lisa Ranzini and Angela Clare Ranzini are citizens of the United States;

(iii) (iv)

U.S. retirement accounts;

(v)

Ranzini Family Trust dated 12/20/1989, is domiciled in Virginia;

(vi

Jove Corporation is a Michigan corporation

Item 3.

Source and Amount of Funds or Other Consideration.

Each of the Reporting Persons used either personal funds, for the individuals, or working capital, for the corporation, to acquire the shares, as follows:

(i)

Angela Clare Ranzini purchased an aggregate of 18,751 shares between 4/14/2008 and 8/04/2009 for $71,133.42 or $3.79 per share;

(ii)

Stephen Lange Ranzini’s 401k purchased 425 shares on 4/14/2010 for $1,225.75, or $2.88 per share;

(ii)

Stephen Lange Ranzini’s SEP IRA purchased 300 shares on 4/15/2010 for $879.49, or $2.93 per share, and 306 shares on 4/20/2010 for $916.56, or $3.00 per share;

(iv)

Jove Corporation purchased an aggregate of 5,766 shares as follows:

4/16/2010 397 shares for $1,156.96, or $2.91 per share;

4/21/2010 5,100 shares for $14,774.50, or $2.90 per share;

4/20/2010 269 shares for $813.70, or $3.02 per share;

(v)

Ranzini Family Trust dated 12/20/1989 purchased 1,525 shares on 4/20/2010 for $4,475.24, or $2.93 per share;

(vi)

Stephen & Lisa Ranzini Joint Tenants by the Entirety purchased 1,203 shares as follows:

103 shares on 4/16/2010 for $317.02, or $3.08 per share;

200 shares on 5/1/2010 for $604.50, or $3.02 per share;

900 shares on 5/11/2010 for $2,522.00, or $2.78 per share.

Reporting Persons have not sold shares, except as follows:

Jove Corporation sold 100 shares. Jove Corporation transferred its brokerage account to another brokerage firm and was charged an unanticipated fee by the transferring broker, as a result of which the receiving brokerage firm issued a margin call and immediately sold at its own direction 100 shares on 1/26/2011 for $418.00, or $4.18 per share to satisfy its margin call.

Item 4.

Purpose of Transaction.

The Reporting Persons have purchased the Shares of Common Stock of the Issuer for investment but reserve the right to seek to change or influence the business strategy and/or control of the Corporation or cause the Corporation to engage in a reorganization and/or merger with another entity, or submit proposals to the shareholders of the Issuer to effect any of those changes, with the aim of improving the Issuer’s financial results. The Reporting Persons do not currently plan any proposal which relates to or would result in any of the actions enumerated in Item 4 of Schedule 13D except as set forth herein. The Reporting Persons may dispose of some or all of the Common Stock held by them, or may acquire additional securities of the Corporation, from time to time, depending upon price and market conditions, evalua tion of alternative investments, and other factors.

The Corporation announced on February 11, 2011 that it had received shareholder approval to restructure its preferred stock. As a result, the Corporation will issue 1.25 shares of Common Stock of the Issuer for each share of preferred stock outstanding. This will increase the shares of Common Stock outstanding to an estimated 598,027 shares. As a result the Reporting Persons will own an aggregate of less than 5% of the currently outstanding Common Stock of the Issuer, which is also a change of more than 1% from the level reported in our Original Statement.

Item 5.

Interest in Securities of the Issuer.

(a)

The aggregate number of shares held by the Reporting Persons as a Group represents 28,176 shares, or 4.71% of the outstanding shares of Common Stock of the Issuer.

CUSIP No. 276650108

13D

Page 10 of 11

(a)

The aggregate number of shares held by the Reporting Persons as a Group represents 28,176 shares, or 4.71% of the outstanding shares of Common Stock of the Issuer.

(b)

Each of the Reporting Persons retains the sole power to vote or to direct the vote of the shares owned by each of them individually. None of the Reporting Persons has the power to vote any of the shares held by another member of the Group except as follows: Stephen Lange Ranzini has the power to vote the shares held by his SEP IRA, his 401k, the shares held by the Ranzini Family Trust dated 12/20/1989 and the shares held by Jove Corporation, a corporation which he controls.

(c)

The following transactions were effected by members of the Group within the last 60 days:

Reporting Persons have sold the following shares of Common Stock of the Issuer:

Jove Corporation sold 100 shares as follows:

1/26/2011 for $418.00, or $4.18 per share.

All of the above transactions were conducted through a national stock exchange.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Exhibits

4.1	Joint Filing Agreement of the signatories to this Statement.

10.1	Power of Attorney For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G executed by Angela Clare Ranzini (incorporated by reference as Exhibit 10.1 of the Original Statement on Schedule 13D dated April 26, 2010).

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.

	By:	s\Stephan Lange Ranzini

		Stephen Lange Ranzini, Individually and on behalf of Angela Clare Ranzini pursuant to Power of Attorney

Dated: February 16, 2011

EX-4.1 2 ex4_1.htm EXHIBIT 4.1 ex4_1.htm

CUSIP No. 276650108

13D

Page 11 of 11

EXHIBIT 4.1

JOINT FILING AGREEMENT

Each of the undersigned agrees that the Statement on Schedule 13D relating to shares of Eastern Light Capital, Inc. to which this Agreement is attached is being filed on behalf of each of the undersigned. 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 Agreement.

Dated as of February 16, 2011

	/s/ Stephen Lange Ranzini & Lisa Ranzini Joint Tenants by the Entirety
	Stephen Lange Ranzini & Lisa Ranzini Joint Tenants by the Entirety, by Stephen Lange Ranzini
	individually and by Lisa Ranzini, individually

	/s/ Angela Clare Ranzini
	Angela Clare Ranzini, individually by Stephen Lange Ranzini under Power of Attorney


	/s/ Stephen Lange Ranzini SEP IRA
	Stephen Lange Ranzini SEP IRA, Stephen Lange Ranzini, Trustee


	/s/ Stephen Lange Ranzini 401k
	Stephen Lange Ranzini 401k, Stephen Lange Ranzini, Trustee


	/s/ Ranzini Family Trust dated 12/20/1989
	Ranzini Family Trust dated 12/20/1989, Stephen Lange Ranzini, Trustee


	/s/ Jove Corporation
	Jove Corporation, Stephen Lange Ranzini, Chairman