0001209191-13-041174.txt : 20130816 0001209191-13-041174.hdr.sgml : 20130816 20130816164603 ACCESSION NUMBER: 0001209191-13-041174 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130809 FILED AS OF DATE: 20130816 DATE AS OF CHANGE: 20130816 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GLOWPOINT, INC. CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 430 MOUNTAIN AVENUE STREET 2: SUITE 301 CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9738553411 MAIL ADDRESS: STREET 1: 430 MOUNTAIN AVENUE STREET 2: SUITE 301 CITY: MURRAY HILL STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: GLOWPOINT INC DATE OF NAME CHANGE: 20031112 FORMER COMPANY: FORMER CONFORMED NAME: WIRE ONE TECHNOLOGIES INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shuford Robert M CENTRAL INDEX KEY: 0001571974 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35376 FILM NUMBER: 131045863 MAIL ADDRESS: STREET 1: 1300 POST OAK BLVD. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GP Investment Holdings, LLC CENTRAL INDEX KEY: 0001584250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35376 FILM NUMBER: 131045864 BUSINESS ADDRESS: STREET 1: 1300 POST OAK BLVD STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-350-6036 MAIL ADDRESS: STREET 1: 1300 POST OAK BLVD STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PESSIN SANDRA F CENTRAL INDEX KEY: 0000936979 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35376 FILM NUMBER: 131045865 MAIL ADDRESS: STREET 1: C/O NORMAN PESSIN STREET 2: 605 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10158-3698 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35376 FILM NUMBER: 131045866 MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pessin Brian L. CENTRAL INDEX KEY: 0001582758 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35376 FILM NUMBER: 131045867 MAIL ADDRESS: STREET 1: 310 EAST 75TH STREET STREET 2: APT. 2A CITY: NEW YORK STATE: NY ZIP: 10021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Main Street Capital CORP CENTRAL INDEX KEY: 0001396440 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35376 FILM NUMBER: 131045868 BUSINESS ADDRESS: STREET 1: 1300 POST OAK BOULEVARD STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 350-6000 MAIL ADDRESS: STREET 1: 1300 POST OAK BOULEVARD STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2013-08-09 0 0000746210 GLOWPOINT, INC. GLOW 0001396440 Main Street Capital CORP 1300 POST OAK BLVD. HOUSTON TX 77056 0 0 1 0 0001582758 Pessin Brian L. 366 MADISON AVENUE 14TH FLOOR NEW YORK NY 10017 0 0 1 0 0000923666 PESSIN NORMAN H 366 MADISON AVENUE 14TH FLOOR NEW YORK NY 10017 0 0 1 0 0000936979 PESSIN SANDRA F 366 MADISON AVENUE 14TH FLOOR NEW YORK NY 10017 0 0 1 0 0001584250 GP Investment Holdings, LLC 1300 POST OAK BLVD. HOUSTON TX 77056 0 0 1 0 0001571974 Shuford Robert M 1300 POST OAK BLVD. HOUSTON TX 77056 0 0 1 0 Common Stock 15276138 I By GP Investment Holdings, LLC Common Stock 47741 I By Main Street Mezzanine Fund, LP Common Stock 18362 I By Main Street Capital II, LP Common Stock 7345 D This Form 3 is filed jointly by GP Investment Holdings, LLC ("GP Investment"), Main Street Capital Corporation ("MSCC"), Robert M. Shuford, Brian Pessin, Sandra Pessin and Norman Pessin (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his, hers or its pecuniary interest therein. Shares of Common Stock owned directly by GP Investment. As (i) the owner of 50% of the limited liability company interests of GP Investment, (ii) one of the two members of the board of managers and the Chief Executive Officer of GP Investment, (iii) one of the two members of the board of managers and the President of GP Investment and the owner of approximately 3.9% of the limited liability company interests of GP Investment, and (iv) the owners of approximately 46.1% of the limited liability company interests of GP Investment, respectively, each of MSCC, Robert M. Shuford, Brian Pessin and Sandra and Norman Pessin may be deemed to beneficially own the shares of Common Stock owned directly by GP Investment. Shares of Common Stock owned directly by a subsidiary of MSCC. MSCC may be deemed to beneficially own such shares of Common Stock. /s/ Jason B. Beauvais as Attorney-in-Fact for Brian Pessin, Norman H. Pessin, Sandra Pessin, Robert Shuford 2013-08-16 Jason B. Beauvais as Attorney-in-Fact for Brian Pessin 2013-08-09 Jason B. Beauvais as Attorney-in-Fact for Norman H. Pessin 2013-08-09 Jason B. Beauvais as Attorney-in-Fact for Sandra Pessin 2013-08-09 Jason B. Beauvais as Attorney-in-Fact for GP Investment Holdings, LLC 2013-08-09 Jason B. Beauvais as Attorney-in-Fact for Robert M. Shuford 2013-08-09 EX-24.3_485218 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Jason B. Beauvais, Vincent D. Foster and Pamela Kemp, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a 10% owner, officer and/or director of Glowpoint, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are 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. 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 foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2013. By: /s/ Brian Pessin Name: Brian Pessin POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Jason B. Beauvais, Vincent D. Foster and Pamela Kemp, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a 10% owner, officer and/or director of Glowpoint, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are 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. 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 foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2013. By: /s/ Norman H. Pessin Name: Norman Pessin POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Jason B. Beauvais, Vincent D. Foster and Pamela Kemp, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a 10% owner, officer and/or director of Glowpoint, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are 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. 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 foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2013. By: /s/ Sandra Pessin Name: Sandra Pessin POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Jason B. Beauvais, Vincent D. Foster and Pamela Kemp, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a 10% owner, officer and/or director of Glowpoint, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are 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. 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 foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2013. By: /s/ Robert M. Shuford Name: Robert M. Shuford POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Jason B. Beauvais, Vincent D. Foster and Pamela Kemp, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a 10% owner, officer and/or director of Glowpoint, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are 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. 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 foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2013. Main Street Capital Corporation By: /s/ Robert M. Shuford Name: Robert M. Shuford Title: Managing Director POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Jason B. Beauvais, Vincent D. Foster and Pamela Kemp, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a 10% owner, officer and/or director of Glowpoint, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are 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. 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 foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August, 2013. GP Investment Holdings, LLC By: /s/ Robert Shuford Name: Robert Shuford Title: Manager