-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q1S0VCqGeUG4XE0+URHdlDjrk1KXbABpv2qSbU7DmoKyrWUWJSztNcInhgJKAgeJ JVxHDQjnbwBjalDOK5uH2w== 0001140361-10-002701.txt : 20100126 0001140361-10-002701.hdr.sgml : 20100126 20100126174147 ACCESSION NUMBER: 0001140361-10-002701 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100125 FILED AS OF DATE: 20100126 DATE AS OF CHANGE: 20100126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Becker Steven R CENTRAL INDEX KEY: 0001349005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26023 FILM NUMBER: 10548575 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drapkin Matthew A CENTRAL INDEX KEY: 0001458693 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26023 FILM NUMBER: 10548574 MAIL ADDRESS: STREET 1: 10801 NESBITT AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55437 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLOY INC CENTRAL INDEX KEY: 0001080359 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 043310676 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122444307 MAIL ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY ONLINE INC DATE OF NAME CHANGE: 19990309 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY COM INC DATE OF NAME CHANGE: 19990224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SRB Management, L.P. CENTRAL INDEX KEY: 0001346543 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26023 FILM NUMBER: 10548577 BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC Advisors LLC CENTRAL INDEX KEY: 0001349003 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26023 FILM NUMBER: 10548576 BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND LP CENTRAL INDEX KEY: 0001451721 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26023 FILM NUMBER: 10548578 BUSINESS ADDRESS: STREET 1: C/O SRB MANAGEMENT LP STREET 2: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6016 MAIL ADDRESS: STREET 1: C/O SRB MANAGEMENT LP STREET 2: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND (QP) LP CENTRAL INDEX KEY: 0001451722 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26023 FILM NUMBER: 10548579 BUSINESS ADDRESS: STREET 1: C/O SRB MANAGEMENT LP STREET 2: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6016 MAIL ADDRESS: STREET 1: C/O SRB MANAGEMENT LP STREET 2: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BD MEDIA INVESTORS LP CENTRAL INDEX KEY: 0001477651 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26023 FILM NUMBER: 10548580 BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: STE 1111 CITY: DALLAS STATE: TX ZIP: 75701 BUSINESS PHONE: 214 756 6016 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: STE 1111 CITY: DALLAS STATE: TX ZIP: 75701 4 1 doc1.xml FORM 4 X0303 4 2010-01-25 0 0001080359 ALLOY INC ALOY 0001477651 BD MEDIA INVESTORS LP 300 CRESCENT COURT STE 1111 DALLAS TX 75201 0 0 0 1 Member of a 13(d) 10% Group 0001451722 SRB GREENWAY OPPORTUNITY FUND (QP) LP C/O SRB MANAGEMENT LP 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001451721 SRB GREENWAY OPPORTUNITY FUND LP 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001346543 SRB Management, L.P. 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001349003 BC Advisors LLC 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001349005 Becker Steven R 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group 0001458693 Drapkin Matthew A 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 0 0 0 1 Member of 10% 13(d) group Common Stock 2010-01-25 4 P 0 15000 7.85 A 645137 I See Footnotes Represents 645,137 shares of common stock ("Common Stock") of Alloy, Inc. (the "Issuer") directly beneficially owned by BD Media Investors LP ("BD Media"). On December 17, 2009, BD Media, SRB Greenway Opportunity Fund (QP), L.P. ("Greenway Opportunity QP"), SRB Greenway Opportunity Fund, L.P. ("Greenway Opportunity, L.P."), SRB Management, L.P. ("SRB Management"), BC Advisors, LLC ("BCA"), Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin", and collectively with BD Media, Greenway Opportunity QP, Greenway Opportunity, L.P., SRB Management, BCA and Mr. Becker, the "Reporting Persons") and Kleinheinz Capital Partners, Inc., Kleinheinz Capital Partners LDC, Global Undervalued Securities Master Fund, L.P., Global Undervalued Securities Fund, L.P., Global Undervalued Securities Fund (QP), L.P., Global Undervalued Securities Fund, Ltd., and John B. Kleinheinz (the "Kleinheinz Parties") entered into a Joint Filing Agreement (the "Joint Filing Agreement"). (Continued in Footnote 3.) Pursuant to the Joint Filing Agreement, the Reporting Persons and the Kleinheinz Parties agreed to coordinate their actions with respect to the purchase and sale of Common Stock and discussions over certain matters with the Issuer. As a result of the agreements contained in the Joint Filing Agreement, the Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Kleinheinz Parties, and, therefore, may be deemed to beneficially own Common Stock beneficially owned by the Kleinheinz Parties. The Reporting Persons disclaim beneficial ownership of and pecuniary interest in any shares of Common Stock beneficially owned by the Kleinheinz Parties, and this Form 4 and the filing hereof shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the Common Stock reported in Table 1 and as reported in Footnotes 5 and 6, or that any Reporting Person is a member of a "group". This Form 4 does not reflect any Common Stock owned, acquired or disposed of by the Kleinheinz Parties. Greenway Opportunity QP directly beneficially owns 264,369 shares of Common Stock. Greenway Opportunity, L.P. directly beneficially owns 32,214 shares of Common Stock. SRB Management, as the general partner of, and investment manager for, BD Media, Greenway Opportunity QP and Greenway Opportunity, L.P.; BCA, as the general partner of SRB Management; and Mr. Becker and Mr. Drapkin, as the sole members and co-managing members of BCA and limited partners of SRB Management, may in each case be deemed to be beneficial owners of the securities reported herein for purposes of Rule 16a-1(a) of the Exchange Act. (Continued in Footnote 6.) SRB Management, BCA, Mr. Becker and Mr. Drapkin disclaim any beneficial ownership of any Common Stock listed herein, except to the extent of any pecuniary interest therein. BD Media disclaims beneficial ownership of the Common Stock directly beneficially owned by Greenway Opportunity QP and Greenway Opportunity, L.P.; Greenway Opportunity QP disclaims beneficial ownership of the Common Stock directly beneficially owned by BD Media and Greenway Opportunity, L.P.; and Greenway Opportunity, L.P. disclaims beneficial ownership of the Common Stock directly beneficially owned by BD Media and Greenway Opportunity QP. see exhibit 99.1** 2010-01-26 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document

Exhibit 24.1

Power of Attorney

January 26, 2010
 

 
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
 
 
This letter confirms that Richard J. Birns is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.


Very truly yours,


/s/ Matthew A. Drapkin                                                      
Matthew A. Drapkin





 EX-24.2 3 poa2.htm POWER OF ATTORNEY Unassociated Document

Exhibit 24.2

Power of Attorney

January 26, 2010
 

 
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

This letter confirms that Richard J. Birns is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings.  This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.


Very truly yours,


/s/ Steven R. Becker                                                                
Steven R. Becker



 EX-99.1 4 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

Exhibit 99.1
Signature Pages

 
SRB MANAGEMENT, L.P.
     
 
By:
BC Advisors, LLC, its general partner
     
 Date:  1/26/2010
  
By:
 /s/Richard J. Birns 
     
Name: Richard J. Birns
     
Title: Attorney-in-Fact
     
 
BD MEDIA INVESTORS LP
   
 
By:
SRB Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
  Date:  1/26/2010
    
By:
 /s/Richard J. Birns 
       
Name: Richard J. Birns
       
Title: Attorney-in-Fact
 
  
 
SRB GREENWAY OPPORTUNITY FUND, (QP), L.P.
     
 
By:
SRB Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
  Date:  1/26/2010
    
By:
 /s/Richard J. Birns 
       
Name: Richard J. Birns
       
Title: Attorney-in-Fact
   
 
SRB GREENWAY OPPORTUNITY FUND, L.P.
     
 
By:
SRB Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
  Date:  1/26/2010
    
By:
 /s/Richard J. Birns 
       
Name: Richard J. Birns
       
Title: Attorney-in-Fact
   
 
BC ADVISORS, LLC
     
  Date:  1/26/2010
By:
 /s/Richard J. Birns 
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
     
  Date:  1/26/2010
By:
 /s/Richard J. Birns 
   
Name: Richard J. Birns
   
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
     
  Date:  1/26/2010
By:
 
/s/Richard J. Birns
   
Name:  Richard J. Birns
    Title: Attorney-in-Fact





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