rrd268014_302786.html

-----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, Am2zk1KneMoZCk+v5QkA6NNDFjNRe2QzUQ2JiBbIVhhjR9rZPb6Q1yatgHqPLE/o M3KwAaIjgw+GsAxYXgIC4w== 0001181431-11-006139.txt : 20110131 0001181431-11-006139.hdr.sgml : 20110131 20110131210238 ACCESSION NUMBER: 0001181431-11-006139 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110121 FILED AS OF DATE: 20110131 DATE AS OF CHANGE: 20110131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAHN BRIAN RANDALL CENTRAL INDEX KEY: 0001455976 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561196 MAIL ADDRESS: STREET 1: 5506 WORSHAM COURT CITY: WINDERMERE STATE: FL ZIP: 34786 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nowak Jeremy R CENTRAL INDEX KEY: 0001511510 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561194 MAIL ADDRESS: STREET 1: C/O API TECHNOLOGIES CORP STREET 2: ONE NORTH WACKER DRIVE SUITE 4400 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Laurence Andrew M CENTRAL INDEX KEY: 0001511698 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561195 MAIL ADDRESS: STREET 1: C/O API TECHNOLOGIES CORP. STREET 2: ONE NORTH WACKER DRIVE SUITE 4400 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: API Technologies Corp. CENTRAL INDEX KEY: 0001081078 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 980200798 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 2200 SMITHTOWN AVENUE CITY: RONKONKOMA STATE: NY ZIP: 11779 BUSINESS PHONE: 631-981-2400 MAIL ADDRESS: STREET 1: 2200 SMITHTOWN AVENUE CITY: RONKONKOMA STATE: NY ZIP: 11779 FORMER COMPANY: FORMER CONFORMED NAME: API Nanotronics Corp. DATE OF NAME CHANGE: 20061106 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON VENTURES INC DATE OF NAME CHANGE: 20000207 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON RESOURCES INC DATE OF NAME CHANGE: 19990325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAHN INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001133929 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561197 BUSINESS ADDRESS: STREET 1: 5506 WORSHAM CT. CITY: WINDMERE STATE: FL ZIP: 34786 BUSINESS PHONE: 7609292688 MAIL ADDRESS: STREET 1: 5506 WORSHAM CT. CITY: WINDMERE STATE: FL ZIP: 34786 FORMER NAME: FORMER CONFORMED NAME: KAHN INVESTMENT MANAGEEMENT LLC DATE OF NAME CHANGE: 20010206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vintage Albany Acquisition LLC CENTRAL INDEX KEY: 0001511495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561198 BUSINESS ADDRESS: STREET 1: C/O VINTAGE CAPITAL MANAGEMENT STREET 2: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: C/O VINTAGE CAPITAL MANAGEMENT STREET 2: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vintage Albany Partners GP LLC CENTRAL INDEX KEY: 0001511496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561200 BUSINESS ADDRESS: STREET 1: C/O VINTAGE CAPITAL MANAGEMENT STREET 2: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: C/O VINTAGE CAPITAL MANAGEMENT STREET 2: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vintage Albany Partners LP CENTRAL INDEX KEY: 0001511497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561199 BUSINESS ADDRESS: STREET 1: C/O VINTAGE CAPITAL MANAGEMENT STREET 2: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: C/O VINTAGE CAPITAL MANAGEMENT STREET 2: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vintage Capital Management LLC CENTRAL INDEX KEY: 0001511498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29429 FILM NUMBER: 11561201 BUSINESS ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 3 1 rrd299031.xml FORM 3 X0203 3 2011-01-21 0 0001081078 API Technologies Corp. ATNY 0001511498 Vintage Capital Management LLC 4705 S. APOPKA VINELAND ROAD SUITE 210 ORLANDO FL 32819 0 0 1 0 0001511496 Vintage Albany Partners GP LLC C/O VINTAGE CAPITAL MANAGEMENT 4705 S APOPKA VINELAND ROAD SUITE 210 ORLANDO FL 32819 0 0 1 0 0001511497 Vintage Albany Partners LP C/O VINTAGE CAPITAL MANAGEMENT 4705 S APOPKA VINELAND ROAD SUITE 210 ORLANDO FL 32819 0 0 1 0 0001511495 Vintage Albany Acquisition LLC C/O VINTAGE CAPITAL MANAGEMENT 4705 S APOPKA VINELAND ROAD SUITE 210 ORLANDO FL 32819 0 0 1 0 0001133929 KAHN INVESTMENT MANAGEMENT LLC 5506 WORSHAM CT. WINDMERE FL 34786 0 0 1 0 0001455976 KAHN BRIAN RANDALL 5506 WORSHAM COURT WINDERMERE FL 34786 1 1 1 0 Chairman of the Board & CEO 0001511698 Laurence Andrew M C/O API TECHNOLOGIES CORP. ONE NORTH WACKER DRIVE SUITE 4400 CHICAGO IL 60606 0 1 1 0 VP Finance & CAO 0001511510 Nowak Jeremy R C/O API TECHNOLOGIES CORP ONE NORTH WACKER DRIVE SUITE 4400 CHICAGO IL 60606 0 0 1 0 Common Stock 22000000 I See footnote Shares held directly by Vintage Albany Acquisition, LLC ("Vintage Acquisition"). Each of (i) Vintage Albany Partners LP, as the sole member of Vintage Acquisition; (ii) Vintage Albany Partners GP LLC, as the general partner of Vintage Albany Partners LP; (iii) Vintage Capital Management, LLC ("Vintage Capital") ,as the investment manager of Vintage Albany Partners GP LLC; (iv) Kahn Capital Management, LLC, as a managing member of Vintage Capital; and Vintage Albany Partners LLC (v) Brian R. Kahn, as the sole member of Kahn Capital Management, LLC and as a member of Vintage Capital and Vintage Albany Partners LLC; and (vi) Andrew K. Laurence and Jeremy R. Nowak, as members of Vintage Albany Partners GP LLC may be deemed to share voting and dispositive power over the shares held by Vintage Acquisition. Such individuals and entities disclaim beneficial ownership of the shares held by Vintage Acquisition except to the extent of any pecuniary interest therein. On January 21, 2011, the Board of Directors of the Issuer appointed Brian R. Kahn as Chairman of the Board and Chief Executive Officer and Andrew K. Laurence as Vice President Finance and Chief Accounting Officer. /s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC 2011-01-31 /s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC 2011-01-31 /s/ Brian R. Kahn, as managing member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC, the general partner of Vintage Albany Partners LP 2011-01-31 /s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC, the general partner of Vintage Albany Partners LP, the sole member of Vintage Albany Acquisition, LLC 2011-01-31 /s/ Brian R. Kahn, the sole member of Kahn Capital Management, LLC 2011-01-31 /s/ Brian R. Kahn 2011-01-31 /s/ Brian R. Kahn, by power of attorney for Andrew K. Laurence 2011-01-31 /s/ Brian R. Kahn, by power of attorney for Jeremy R. Nowak 2011-01-31 EX-24.1 2 rrd268014_302786.htm POWER OF ATTORNEY rrd268014_302786.html

                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

     The undersigned, as a Section 16 reporting person of API Technologies Corp.
(the "Company"), hereby constitutes and appoints Brian R. Kahn and Melvin L.
Keating, the undersigned's true and lawful attorneys-in-fact to:

     1.   complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorneys-in-fact shall in their discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

     2.   do all acts necessary in order to file such forms with the Securities
          and Exchange Commission, any securities exchange or national
          association, the Company and such other person or agency as the
          attorneys-in-fact shall deem appropriate.

     The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of January, 2011.

                                        Signature: /s/ Andrew M. Laurence
                                        ---------------------------------------

                                        Print Name: Andrew M. Laurence
                                        ----------------------------------------

EX-24.2 3 rrd268014_302787.htm POWER OF ATTORNEY rrd268014_302787.html

                                                                    Exhibit 24.2

                                POWER OF ATTORNEY

     The undersigned, as a Section 16 reporting person of API Technologies Corp.
(the "Company"), hereby constitutes and appoints Brian R. Kahn and Andrew M.
Laurence, the undersigned's true and lawful attorneys-in-fact to:

     1.   complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorneys-in-fact shall in their discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

     2.   do all acts necessary in order to file such forms with the Securities
          and Exchange Commission, any securities exchange or national
          association, the Company and such other person or agency as the
          attorneys-in-fact shall deem appropriate.

     The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of January, 2011.

                                        Signature: /s/ Jeremy Nowak
                                        ----------------------------------------

                                        Print Name: Jeremy Nowak
                                        ----------------------------------------

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