Wynnefield Partners Small Cap Value, L.P. 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus |
Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, New York 10019 (212) 541-6222 |
CUSIP No. 375908-10-0 | 13D/A | Page 2 of 13 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 8,000,000 (See Item 5) | |
8 | SHARED VOTING POWER 0 (See Item 5) | ||
9 | SOLE DISPOSITIVE POWER 8,000,000 (See Item 5) | ||
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000 (See Item 5) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% | ||
14 | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 375908-10-0 | 13D/A | Page 3 of 13 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 12,000,000 (See Item 5) | |
8 | SHARED VOTING POWER 0 (See Item 5) | ||
9 | SOLE DISPOSITIVE POWER 12,000,000 (See Item 5) | ||
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 (See Item 5) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% | ||
14 | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 375908-10-0 | 13D/A | Page 4 of 13 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value L.P. I 13-3953291 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 10,000,000 (See Item 5) | |
8 | SHARED VOTING POWER 0 (See Item 5) | ||
9 | SOLE DISPOSITIVE POWER 10,000,000 (See Item 5) | ||
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 (See Item 5) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% | ||
14 | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 375908-10-0 | 13D/A | Page 5 of 13 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 18,000,000 (See Item 5) | |
8 | SHARED VOTING POWER 0 (See Item 5) | ||
9 | SOLE DISPOSITIVE POWER 18,000,000 (See Item 5) | ||
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000 (See Item 5) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% | ||
14 | TYPE OF REPORTING PERSON OO | ||
CUSIP No. 375908-10-0 | 13D/A | Page 6 of 13 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 12,000,000 (See Item 5) | |
8 | SHARED VOTING POWER 0 (See Item 5) | ||
9 | SOLE DISPOSITIVE POWER 12,000,000 (See Item 5) | ||
10 | SHARED DISPOSITIVE POWER 0 (See Item 5) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 (See Item 5) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% | ||
14 | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 375908-10-0 | 13D/A | Page 7 of 13 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See Item 5) | |
8 | SHARED VOTING POWER 30,000,000 (See Item 5) | ||
9 | SOLE DISPOSITIVE POWER 0 (See Item 5) | ||
10 | SHARED DISPOSITIVE POWER 30,000,000 (See Item 5) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000,000 (See Item 5) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.1% | ||
14 | TYPE OF REPORTING PERSON IN | ||
CUSIP No. 375908-10-0 | 13D/A | Page 8 of 13 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See Item 5) | |
8 | SHARED VOTING POWER 30,000,000 (See Item 5) | ||
9 | SOLE DISPOSITIVE POWER 0 (See Item 5) | ||
10 | SHARED DISPOSITIVE POWER 30,000,000 (See Item 5) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000,000 (See Item 5) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.1% | ||
14 | TYPE OF REPORTING PERSON IN | ||
CUSIP No. 375908-10-0 | 13D/A | Page 9 of 13 |
This Amendment No. 1 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on August 30, 2007 (the “Statement”) by the Wynnefield Reporting Persons (as defined in the Statement) with respect to shares of common stock, par value $0.01 (the “Common Stock”) of Gilman Ciocia, Inc. (the “Issuer”), whose principal executive offices are located at 11 Raymond Avenue, Poughkeepsie, New York 12603. Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Statement.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by the addition of the following:
On June 20, 2013, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with National Holdings Corporation, a Delaware corporation (“National”) and National Acquisition Corp., a Delaware corporation, and a wholly-owned subsidiary of National ("Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Issuer will become a wholly-owned subsidiary of National through a merger of Merger Sub with and into the Issuer, with the Issuer as the surviving corporation (the "Merger").
In connection with the Merger, the Wynnefield Reporting Persons and certain other stockholders of the Issuer (each a “Voting Stockholder" and collectively, the “Voting Stockholders”) each entered into a Voting and Support Agreement, dated as of June 20, 2013 (each the “Voting Agreement”, and collectively, the “Voting Agreements”), with National and the Merger Sub.
CUSIP No. 375908-10-0 | 13D/A | Page 10 of 13 |
Under the Voting Agreements, each Voting Stockholder agreed, among other things, to vote certain shares of the Common Stock beneficially owned by it: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement or of a Voting Stockholder contained in the Voting Agreements. The Voting Agreements provide that nothing contained therein will be deemed to limit or affect a Voting Stockholder’s ability to approve a Superior Proposal (as defined in the Merger Agreement). The Voting Agreements also provides that no Voting Stockholder will, among other things, sell, pledge, encumber, transfer or otherwise dispose of, or enter into any contract, option or other agreement with respect to the transfer of, any shares of Common Stock beneficially owned by it, grant any proxies with respect to such shares or engage in any solicitations in violation of the Voting Agreement. In addition, to the extent certain Voting Stockholders are a party to the Shareholders Agreement, the Voting Stockholders waived certain rights that may be triggered under the Shareholder Agreement and agreed to terminate the Shareholders Agreement upon the closing of the Merger.
The Voting Agreements will terminate upon the earliest of (a) the mutual written consent of National, Merger Sub, and the Voting Stockholders, (b) the effective time of the Merger, (c) the date of termination of the Merger Agreement, (d) an Adverse Recommendation Change (as defined in the Merger Agreement) occurring under the Merger Agreement, and (e) the Board of Directors of the Issuer accepting a Superior Proposal.
A copy of the form of the Voting Agreement is attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2013 and incorporated herein by reference.The foregoing summary description of the Voting Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Voting Agreement.
Name | Number of Shares of Common Stock | Percentage of Outstanding Common Stock |
Wynnefield Partners | 8,000,000 | 8.3% |
Wynnefield Partners I | 10,000,000 | 10.4% |
Wynnefield Offshore | 12,000,000 | 12.4% |
CUSIP No. 375908-10-0 | 13D/A | Page 11 of 13 |
CUSIP No. 375908-10-0 | 13D/A | Page 12 of 13 |
Exhibit 99.3 | Form of Voting Agreement dated as of June 20, 2013 (attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2013, and incorporated herein by reference)
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CUSIP No. 375908-10-0 | 13D | Page 13 of 13 |