Transaction Valuation(1)
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Amount of Filing Fee(2)
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$1,530,831.86
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$177.73
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(1)
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Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding: (i) the product of (x) 43,738,053 (the number of shares of common stock of the subject company not owned by the Purchaser (“Shares”) issued and outstanding as of May 12, 2011) and (y) $0.035 (the per Share offer price). The number of outstanding Shares is reported in the subject company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011.
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(2)
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by 0.00011610.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid: $177.73
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Filing Party Mark Nordlicht
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Form of Registration No. N/A
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Date Filed June 13, 2011
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o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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x
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Third-party tender offer subject to Rule 14d-1.
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o
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Issuer tender offer subject to Rule 13e-4.
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o
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Going-private transaction subject to Rule 13e-3.
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o
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Amendment to Schedule 13D under Rule 13d-2.
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Introduction and Items 1, 2, 3 and 17.
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Introduction, Terms of the Offer; Acceptance of Payment and Payment for Shares; Procedures for Accepting the Offer and Tendering Shares; Miscellaneous
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated June 13, 2011.*
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Form of Summary Advertisement as published on June 13, 2011.*
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(a)(5)(A)
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Press Release issued by Mark Nordlicht on June 13, 2011.*
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(a)(5)(B)
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Press Release issued by Mark Nordlicht on July 18, 2011
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(d)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Date: July 19, 2011
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/s/ Mark Nordlicht | |
Mark Nordlicht
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated June 13, 2011.*
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Form of Summary Advertisement as published on June 13, 2011.*
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(a)(5)(A)
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Press Release issued by Mark Nordlicht on June 13, 2011.*
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(a)(5)(B)
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Press Release issued by Mark Nordlicht on July 18, 2011
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(d)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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