0001144204-13-008914.txt : 20130214 0001144204-13-008914.hdr.sgml : 20130214 20130214143508 ACCESSION NUMBER: 0001144204-13-008914 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: JANET JYLL JOHNSTONE GROUP MEMBERS: MICHAEL ARLEN DAVIS CHARITABLE LEAD ANNUITY TRUST GROUP MEMBERS: MICHAEL ARLEN DAVIS REVOCABLE TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS MICHAEL A / CENTRAL INDEX KEY: 0001201156 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1621 JUANITA LANE CITY: TIBURON STATE: CA ZIP: 94920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYANOTECH CORP CENTRAL INDEX KEY: 0000768408 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 911206026 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38427 FILM NUMBER: 13612091 BUSINESS ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA KONA STATE: HI ZIP: 96740 BUSINESS PHONE: 8083261353 MAIL ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA-KONA STATE: HI ZIP: 96740 SC 13G/A 1 v335162_sc13ga.htm AMENDMENT TO SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c) And (d) And Amendments Thereto

Filed Pursuant To § 240.13d-2

 

Under The Securities Exchange Act Of 1934

 

(Amendment No. 6)

 

Cyanotech Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

232437-301

(CUSIP Number)

 

December 31, 2012
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 2 of 9

 

  CUSIP No. 232437-301
1 NAME OF REPORTING PERSONS
   
  Michael A. Davis ("Davis")
   
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (See Instructions) (a) ¨
    (b) x
     
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
   

 

    5 SOLE VOTING POWER
       
      0 shares.
       
       
    6 SHARED VOTING POWER
       
      1,085,932 shares.
       
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

The 1,085,932 shares consist of: 48,013 shares held by Davis; 31,250 shares held by Davis' spouse, Janet J. Johnstone ("Johnstone"); 150,000 shares held by trusts for the benefit of Davis' children for which Davis is Co-Trustee (the "Children's Trusts"); 50,000 shares held by Davis and Johnstone as UTMA custodians for Davis' children (the "Custodial Accounts"); 480,769 shares held by the Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust") of which Davis is Co-Trustee and non-charitable beneficiary; 750 shares held by the Michael Davis 1993 Family Trust, a trust for the benefit of Davis, Johnstone, and Davis' descendants of which Davis and Johnstone are Co-Trustees (the "Family Trust"); and 325,150 shares held by the Michael Arlen Davis Revocable Trust of which Davis is the Trustee and beneciary (the "Revocable Trust").

       
       
    7 SOLE DISPOSITIVE POWER
       
      0 shares.
       
       
    8 SHARED DISPOSITIVE POWER
       
     

1,085,932 shares.

       
     

The 1,085,932 shares consist of: 48,013 shares held by Davis; 31,250 shares held by Johnstone; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; 750 shares held by the Family Trust; and 325,150 shares held by the Revocable Trust.

       

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,085,932 shares.
   
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  (See Instructions) ¨
   
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  19.9%*
   
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  IN
   

 

* Based on 5,463,938 total shares outstanding on February 6, 2013 as reported in the Issuer's Form 10-Q for the quarterly period ended December 31, 2012.

 

 
Page 3 of 9

 

CUSIP No. 232437-301
1. NAME OF REPORTING PERSON  
     
  Janet Jyll Johnstone ("Johnstone")  
     
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (See Instructions) (a) ¨
    (b) x
     
     
3 SEC USE ONLY  
     
     
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  
     

 

    5 SOLE VOTING POWER
       
      0 shares.
       
       
    6 SHARED VOTING POWER
       
     

130,013 shares.

       
 

NUMBER OF

SHARES

BENEFICIALLY

 

The 130,013 shares consist of: 31,250 shares held by Johnstone; 48,013 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares held by the Family Trust.

  OWNED BY     
  EACH     
  REPORTING  7 SOLE DISPOSITIVE POWER
  PERSON     
  WITH   0 shares.
       
       
    8 SHARED DISPOSITIVE POWER
       
      130,013 shares.
       
     

The 130,013 shares consist of: 31,250 shares held by Johnstone; 48,013 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares held by the Family Trust.

       

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  130,013
   
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  (See Instructions) ¨
   
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  2.4%*
   
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  IN
   

  

* Based on 5,463,938 total shares outstanding on February 6, 2013 as reported in the Issuer's Form 10-Q for the quarterly period ended December 31, 2012.

 

 
Page 4 of 9

 

CUSIP No. 232437-301
   
1 NAME OF REPORTING PERSON
   
  Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust")
   
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) x
   
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
   

 

    5 SOLE VOTING POWER
       
      480,769 shares.
       
       
    6 SHARED VOTING POWER
       
 

NUMBER OF

 

0 shares.

 

SHARES

   
 

BENEFICIALLY

OWNED BY

 
 

EACH  

   
 

REPORTING

   
  PERSON 7 SOLE DISPOSITIVE POWER
  WITH    
      480,769 shares.
       
       
    8 SHARED DISPOSITIVE POWER
       
      0 shares.
       
     
       

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  480,769 shares.
   
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  (See Instructions) ¨
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  8.8%*
   
   
12 TYPE OF REPORTING PERSON
   
  OO
   

 

* Based on 5,463,938 total shares outstanding on February 6, 2013 as reported in the Issuer's Form 10-Q for the quarterly period ended December 31, 2012. 

 

 
Page 5 of 9

 

CUSIP No. 232437-301
   
1 NAME OF REPORTING PERSON
   
 

Michael Arlen Davis Revocable Trust (the "Revocable Trust:")

   
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) x
   
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
   

 

    5 SOLE VOTING POWER
       
      325,150 shares.
       
       
    6 SHARED VOTING POWER
       
 

NUMBER OF

 

0 shares.

 

SHARES

   
 

BENEFICIALLY

OWNED BY

 
 

EACH  

   
 

REPORTING

   
  PERSON 7 SOLE DISPOSITIVE POWER
  WITH    
      325,150 shares
       
       
    8 SHARED DISPOSITIVE POWER
       
      0 shares.
       
     
       

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  325,150 shares
   
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  (See Instructions) ¨
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.0%*
   
   
12 TYPE OF REPORTING PERSON
   
  OO
   

 

* Based on 5,463,938 total shares outstanding on February 6, 2013 as reported in the Issuer's Form 10-Q for the quarterly period ended December 31, 2012.

 
Page 6 of 9

 

Item 1.

 

  (a) Name of Issuer:

 

Cyanotech Corporation.

 

  (b) Address of Issuer's Principal Executive Offices:

 

73-4460 Queen Kaahumanu Highway, Suite 102

Kailua-Kona, Hawaii 96740

 

 

Item 2.

 

  (a) Name of Person(s) Filing:

 

This statement is filed jointly by Michael A. Davis ("Davis"), the Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust"); Davis' spouse, Janet J. Johnstone ("Johnstone") and the Michael Arlen Davis Revocable Trust (the "Revocable Trust").

 

  (b) Address of Principal Business Office or, if none, Residence:

 

1621 Juanita Lane

Tiburon, California 94920

 

  (c) Citizenship:

 

United States

 

  (d) Title of Class of Securities:

 

Common Stock.

 

  (e) CUSIP Number:

 

232437-301

 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:

 

N.A.

 

Item 4.   Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

  (a) Amount beneficially owned:

 

Davis: 1,085,932 shares.

 

Johnstone: 130,013 shares .

 

Charitable Trust: 480,769 shares.

 

Revocable Trust: 325,150 shares.

  

 
Page 7 of 9
  (b)  Percent of Class:

 

Davis: 19.9%

 

Johnstone: 2.4%

 

Charitable Trust: 8.8%

 

Revocable Trust: 6.0% 

 

  (c)  Number of shares as to which the person has:

 

  (i)  Sole power to vote or direct the vote:

 

Davis: 0 shares.

 

Johnstone: 0 shares.

 

Charitable Trust: 480,769 shares.

 

Revocable Trust: 325,150 shares. 

 

  (ii)  Shared power to vote or to direct the vote:

 

Davis: 1,085,932 shares. The 1,085,932 shares consist of: 48,013 shares held by Davis; 31,250 shares held by Johnstone; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; 750 shares held by the Family Trust and 325,150 shares held by the Revocable Trust.

 

Johnstone: 130,013 shares. The 130,013 shares consist of: 31,250 shares held by Johnstone; 48,013 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares held by the Family Trust.

 

Charitable Trust: 0 shares.

 

Revocable Trust: 0 shares.

 

  (iii)  Sole power to dispose or direct the disposition of:

 

Davis: 0 shares.

 

Johnstone: 0 shares.

 

Charitable Trust: 480,769 shares.

 

Revocable Trust: 325,150 shares.

 

  (iv)  Shared power to dispose or direct the disposition of:

 

Davis: 1,085,932 shares. The 1,085,932 shares consist of: 48,013 shares held by Davis; 31,250 shares held by Johnstone; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; 750 shares held by the Family Trust and 325,150 shares held by the Revocable Trust.

 

Johnstone: 130,013 shares. The 130,013 shares consist of: 31,250 shares held by Johnstone; 48,013 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares held by the Family Trust.

 

Charitable Trust: 0 shares.

 

Revocable Trust: 0 shares.

 

 
Page 8 of 9
Item 5. Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent (5%) of the class of securities, check the following x*.

 

*Johnstone has ceased to be the beneficial owner of more than 5% of the class of securities. Each of Davis, the Charitable Trust and the Revocable Trust continue to own more than 5% of the class of securities.

  

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Wilmington Trust Corporation is Co-Trustee of the Children’s Trusts and the Charitable Trust, and collectively holds 630,769 shares or 11.5% of the class of stock.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

N.A.

 

Item 8. Identification and Classification of Members of the Group.

 

N.A.

 

Item 9. Notice of Dissolution of Group.

 

N.A.

 

Item 10.  Certification

  

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 
Page 9 of 9

 

 

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: February 14, 2013

 

 

By: /s/ Eleanor Hicks, attorney-in-fact

Michael A. Davis 

 

By: /s/ Eleanor Hicks, attorney-in-fact

Janet J. Johnstone 

 

By: /s/ Eleanor Hicks, attorney-in-fact

The Michael Arlen Davis
Charitable Lead Annuity Trust

 

By: /s/ Eleanor Hicks, attorney-in-fact

The Michael Arlen Davis
Revocable Trust

  

 

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

 

EXHIBIT INDEX

 

Ex.

 

1      Joint Filing Agreement

 

2      Limited Power of Attorney of the Michael Arlen Davis Revocable Trust

 

This filing hereby incorporates by reference the Limited Powers of Attorney for Section 13 Reporting Obligations filed as Exhibit 1 to Amendment 4 to this Schedule 13G filed on February 14, 2011.

 


 

 

 

 

EX-99.1 2 v335162_ex99-1.htm AGREEMENT OF JOINT FILING

Exhibit 1

 

Agreement of Joint Filing

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned, Michael A. Davis, Janet J. Johnstone, the Michael Arlen Davis Charitable Lead Annuity Trust, and the Michael Arlen Davis Revocable Trust hereby agree to the joint filing on behalf of each of them of the Schedule 13G to which this Agreement is attached as an exhibit (and any further amendment filed by them) with respect to the common stock, $0.02 par value, of Cyanotech Coporation.

 

This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

 

Dated: 2/10/13

 

 

By: /s/ Michael A. Davis

      Michael A. Davis

 

 

By: /s/ Janet J. Johnstone

        Janet J. Johnstone

 

 

By: /s/ Michael A. Davis

        The Michael Arlen Davis Charitable Lead

        Annuity Trust

By: Michael A. Davis

Its: Co-Trustee

 

 

By: /s/ Michael A. Davis

        The Michael Arlen Davis Revocable Trust

By: Michael A. Davis

Its: Trustee

 

 

 

 

 

EX-99.2 3 v335162_ex99-2.htm LIMITED POWER OF ATTORNEY

Exhibit 2

 

LIMITED POWER OF ATTORNEY

FOR

SECTION 13 REPORTING OBLIGATIONS

 

                  Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Sara Finigan, Todd Hovey and Eleanor Hicks, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

          (1)    prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto or any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges, as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and

 

          (2)    perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

                  The undersigned acknowledges that:

 

          (1)  this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

 

          (2)  any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

          (3)  the attorneys-in-fact do not assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and

 

          (4)  this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 13 of the Exchange Act.

 

                The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

                This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

 

          IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 10th day of February, 2013.

 

 

By: 

Its: 

/s/ Michael A. Davis

     Signature

 

  Michael A. Davis

  Print Name

Michael Arlen Davis Revocable Trust

Michael Davis

Trustee