0001104659-08-026152.txt : 20080423 0001104659-08-026152.hdr.sgml : 20080423 20080423170604 ACCESSION NUMBER: 0001104659-08-026152 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 GROUP MEMBERS: BARRY M. KITT GROUP MEMBERS: THE PINNACLE FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYADIC INTERNATIONAL INC CENTRAL INDEX KEY: 0001213809 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 450486747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80718 FILM NUMBER: 08772344 BUSINESS ADDRESS: STREET 1: 140 INTRACOASTAL POINTE DRIVE STREET 2: SUITE 404 CITY: JUPITER STATE: FL ZIP: 33477 BUSINESS PHONE: 561-743-8333 MAIL ADDRESS: STREET 1: 140 INTRACOASTAL POINTE DRIVE STREET 2: SUITE 404 CITY: JUPITER STATE: FL ZIP: 33477 FORMER COMPANY: FORMER CONFORMED NAME: CCP WORLDWIDE INC DATE OF NAME CHANGE: 20030110 SC 13D/A 1 a08-12361_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Dyadic International, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

26745T101

(CUSIP Number)

Douglas Rappaport, Esq.		Eric L. Cohen, Esq.
DLA Piper US LLP		Winston & Strawn LLP
1251 Avenue of the Americas		200 Park Avenue
New York, New York 10020		New York, New York 10166
(212) 335-4500		(212) 294-3540

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

April 22, 2008

(Date of Event Which Requires Filing of this Statement)

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 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).

Item 1. Security and Issuer.

This statement amends the Schedule 13D dated February 12, 2008 (as amended, the “Amended Schedule 13D”) filed by The Pinnacle Fund, L.P.; Barry M. Kitt; and David M. Knott (collectively, the “Reporting Persons”) with respect to the common stock, par value $0.001 per share, of Dyadic International, Inc., a Delaware corporation (“Issuer”). Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

Item 4. Purpose of Transaction.

On April 22, 2008, the Reporting Persons sent a letter to the Board of Directors of the Company (the “April 22 Letter”). The April 22 Letter expresses the Reporting Persons’ dissatisfaction with the Board of Directors and the Reporting Persons’ intent to elect new members of the Board of Directors at the Company’s upcoming shareholders’ meeting. The April 22 Letter also demands that the Board schedule the shareholders’ meeting as soon as permissible under the recently-issued order of the Delaware Chancery Court requiring that the Board schedule a meeting “on or before June 20, 2008” following a 40-day notice period to shareholders. Thus far, the Board of Directors has not chosen to schedule the meeting to take place as soon as possible following the required 40-day notice period.

The April 22 Letter also reiterates the Reporting Persons’ ongoing dissatisfaction with the Board of Directors and management’s failure to identify a viable purchaser for the Company or pursue a strategic transaction or business plan that would maximize shareholder value. The Reporting Persons specifically demands the following steps be taken to expedite an orderly transition: (1) Mr. Moor step down as CEO and as a member of the Board of Directors; (ii) Mr. Rosengart resign from the Board of Directors to pursue other business interests in which he has a vested stake; (iii) Mr. Emalfarb be restored as a full member of the Board of Directors, and the Board of Directors’ Executive Committee be disbanded; and (iv) a shareholder meeting be scheduled immediately following the

40-day notice period required in the Delaware Court’s order. The letter sent by the Reporting Persons is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Reporting Persons may continue discussions regarding these matters with management of the Company, its Board of Directors, stockholders or other relevant parties to express the Reporting Persons’ view regarding the Company.

Except as set forth herein, the Reporting Persons do not have any present plan or proposal that would relate to or result in any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons will amend this Schedule 13D as events unfold.

2. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

Item 7. Material to Be Filed as Exhibits

99.1	Letter to the Board of Directors of Dyadic International, Inc., dated April 22, 2008

99.2	Joint Filing Agreement, dated February 14, 2008

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: April 22, 2008

	THE PINNACLE FUND, L.P.
	By:	Pinnacle Advisers, L.P., its general partner
	By:	Pinnacle Fund Management, LLC, its general partner

	By:	/s/ Barry M. Kitt
		Barry M. Kitt, its sole member

	BARRY M. KITT
	/s/ Barry M. Kitt

	DAVID M. KNOTT
	/s/ David M. Knott

EX-99.1 2 a08-12361_1ex99d1.htm EX-99.1

EXHIBIT 99.1

Knott Partners LLC
485 Underhill Boulevard
Suite 205
Syosset, NY 11791
(516) 364-0303

Pinnacle Advisers, LP
4965 Preston Park Boulevard
Suite 240
Plano, TX 75093
(972) 985-2121

April 22, 2008

Via Facsimile and Overnight Courier

Board of Directors

Dyadic International, Inc.

140 Intracoastal Pointe Drive

Suite 404

Jupiter, FL 33477-5094

Gentlemen:

As you know, we collectively own approximately 9.5% of the common stock of Dyadic International, Inc. (“Dyadic” or the “Company”). We have also entered into a voting trust which controls a majority interest in the Company. We write to you in response to last week’s decision by the Delaware Court of Chancery ordering the Company to hold a shareholders’ meeting after a prescribed notice period. We restate our absolute intention to elect new members to the Board of Directors at that meeting and request that you avoid dragging the process out any further by foregoing an extended waiting period and holding a meeting as soon as possible.

In its order of last week, the Court directed the Board to schedule a meeting to take place “on or before Friday, June 20, 2008.” (Court Order, ¶ 1 (emphasis added).) The Court therefore gave the Board the discretion to schedule a meeting before the June 20 date, provided it gives the shareholders at least 40 days notice. A meeting could take place as early as June 1 if shareholder notice is provided promptly.

It is time for the Board to do more than pay mere lip service to its fiduciary obligations and to pursue a course that is best for the shareholders and the Company. Deferring a meeting until June 20 is an exercise in futility that will serve no one’s interest except the incumbent board members and officers who wish to forestall their inevitable expulsion. The shareholders’ interests will best be served by replacing a majority of the current Board expeditiously with a slate of directors that will be able to maximize shareholder value in the near term.

Therefore, on behalf of the shareholders of Dyadic, we renew our request that the current Board call a shareholders’ meeting as soon as possible to facilitate a transition to a newly constituted and more engaged directorship. We note again that the current Board and management has failed to find a viable purchaser for the Company and has failed to pursue a strategic transaction or business plan that would maximize shareholder value. Instead, it appears to have stood idly by while a business with great potential continues to underperform. This failure to take steps to reinvigorate the business is unconscionable and inexcusable.

In order to expedite an orderly transition, we demand that the following steps be taken as soon as possible:

· Mr. Moor step down as CEO and a board member. We will work collaboratively with the Board to bring in a manager with substantial leadership experience in the biotech area and expertise in turnaround situations.

· Mr. Rosengart resign from the Board and pursue other business interests in which he actually has a vested stake in the company.

· Mr. Emalfarb be restored his full Board rights, particularly the right to participate in the pursuit of a strategic transaction. The Board disband its “Executive Committee,” which it has used to facilitate the exclusion of Mr. Emalfarb from the decision-making process.

· The Board immediately schedule a shareholder meeting to appoint a slate of directors that can successfully direct the Company towards a prosperous future, providing the 40-day notice period required in the Delaware Court’s order.

Please contact us as soon as possible to discuss these proposals. This letter solely reflects the views of Knott Partners and The Pinnacle Fund, and does not reflect the views of other members of the group identified in the Schedule 13D filed with the SEC on October 31, 2007.

Sincerely,

/s/ Anthony Campbell		/s/ Barry Kitt
Anthony Campbell		Barry Kitt
Partner,	Knott Partners LLC and its Affiliated Funds	Sole Member, Pinnacle Fund Management, LLC
		General Partner, Pinnacle Advisers, LP
		General Partner, The Pinnacle Fund, LP

EX-99.2 3 a08-12361_1ex99d2.htm EX-99.2

EXHIBIT 99.2

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Dated: February 14, 2008

	THE PINNACLE FUND, L.P.
	By:	Pinnacle Advisers, L.P., its general partner
	By:	Pinnacle Fund Management, LLC, its general partner

	By:	/s/ Barry M. Kitt
	Barry M. Kitt, its sole member

	BARRY M. KITT
	/s/ Barry M. Kitt

	DAVID M. KNOTT
	/s/ David M. Knott