- Statement of Ownership (SC 13G)
April 26 2010 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Æterna Zentaris Inc.
Common Shares, no par value per share
(Title of Class of Securities)
April 15, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a.
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o
Rule 13d-1(b)
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b.
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þ
Rule 13d-1(c)
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c.
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o
Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Cranshire Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,568,456
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,568,456
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,568,456 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.4% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Downsview Capital, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,657,346
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,657,346
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,657,346 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO; HC
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Mitchell P. Kopin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,657,346
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,657,346
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,657,346 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN; HC
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Page 4 of 8
Item 1.
(a) Name of Issuer
Æterna Zentaris Inc. (the
Issuer
)
(b) Address of Issuers Principal Executive Offices
1405, boul. du Parc-Technologique
Québec, Québec
Canada, G1P 4P5
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
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This Schedule 13G is being filed on behalf of (i) Cranshire Capital, L.P., an
Illinois limited partnership (
Cranshire
), (ii) Downsview Capital, Inc., an
Illinois corporation (
Downsview
), and (iii) Mitchell P. Kopin, an
individual who is a citizen of the United States of America (
Mr. Kopin
,
together with Cranshire and Downsview, the
Reporting Persons
).
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Downsview also serves as the investment manager to a managed
account ("the Managed Account"). In such
capacity, Downsview exercises voting and investment power over the
Common Shares held for
the account of the Managed Account.
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The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is
filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
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The principal business office of all of the Reporting Persons is 3100 Dundee Road,
Suite 703, Northbrook, Illinois 60062.
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(d) Title of Class of Securities
Common shares, no par value per share, of the Issuer (the
Common Shares
)
(e) CUSIP Number
007975204
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
Not applicable.
Item 4. Ownership.
(a) and (b):
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(i) Immediately following the execution of the Securities Purchase Agreement with
the Issuer on April 15, 2010 (as disclosed in the Form 6-K filed by the Issuer with
the Securities and Exchange Commission on April 16, 2010), each of Downsview and Mr.
Kopin may be deemed to beneficially own 3,657,346 Common Shares, and all such Common
Shares in the aggregate represent beneficial ownership of approximately 5.5% of the
Common Shares, based on (1) 63,089,954 Common Shares issued and outstanding on
December 31, 2010, plus (2) 3,555,556 Common Shares to be issued to Cranshire at the
closing of the transaction described above and (3) 88,890 Common Shares to be issued
to the Managed Account at the closing of the transaction described above. The foregoing
excludes (I) 1,422,222 Common Shares issuable upon exercise of a warrant to be
issued to Cranshire at the closing of the transaction described above (the
Warrant
) because the Warrant is not exercisable until six (6) months following the date of issuance (and
the Warrant also
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Page 5 of 8
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contains a blocker provision under which the holder thereof does
not have the right to exercise the Warrant to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof,
together with its affiliates and any other persons acting as a group together with
the holder or any of the holders affiliates, of more than 4.99% of the Common
Shares), (II) 279,256 Common Shares issuable upon exercise of another warrant held
by Cranshire (the
Other Warrant
) because the Other Warrant contains a
blocker provision under which the holder thereof does not have the right to exercise
the Other Warrant to the extent that such exercise would result in beneficial
ownership by the holder thereof, together with its affiliates and any other persons
whose beneficial ownership would be aggregated with the holders, of more than 4.99%
of the Common Shares and (III) 35,556 Common Shares issuable upon exercise of a
warrant to be issued to Managed Account at the closing of the transaction described above
(the
Managed Account Warrant
) because the Managed
Account Warrant is not exercisable
until six (6) months following the date of issuance (and the
Managed Account Warrant also
contains a blocker provision under which the holder thereof does not have the right
to exercise the Managed Account Warrant to the extent (but only to the extent) that such
exercise would result in beneficial ownership by the holder thereof, together with
its affiliates and any other persons acting as a group together with the holder or
any of the holders affiliates, of more than 4.99% of the Common Shares). Without
such blocker provisions (and assuming the Warrant and Managed Account Warrant are
currently exercisable), each of Downsview and Mr. Kopin may be deemed to
beneficially own 5,394,380 Common Shares.
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(ii) Immediately following the execution of the Securities Purchase Agreement with
the Issuer on April 15, 2010 (as disclosed in the Form 6-K filed by the Issuer with
the Securities and Exchange Commission on April 16, 2010), Cranshire may be deemed
to beneficially own 3,568,456 Common Shares, and all such Common Shares in the
aggregate represent beneficial ownership of approximately 5.4% of the Common Shares,
based on (1) 63,089,954 Common Shares issued and outstanding on December 31, 2010,
plus (2) 3,555,556 Common Shares to be issued to Cranshire at the closing of the
transaction described above. The foregoing excludes (I) 1,422,222 Common Shares
issuable upon exercise of a warrant to be issued to Cranshire at the closing of the
transaction described above (the
Warrant
) because the Warrant is not
exercisable until six (6) months following the date of issuance (and the Warrant
also contains a blocker provision under which the holder thereof does not have the
right to exercise the Warrant to the extent (but only to the extent) that such
exercise would result in beneficial ownership by the holder thereof, together with
its affiliates and any other persons acting as a group together with the holder or
any of the holders affiliates, of more than 4.99% of the Common Shares) and (II)
279,256 Common Shares issuable upon exercise of another warrant held by Cranshire
(the
Other Warrant
) because the Other Warrant contains a blocker provision
under which the holder thereof does not have the right to exercise the Other Warrant
to the extent that such exercise would result in beneficial ownership by the holder
thereof, together with its affiliates and any other persons whose beneficial
ownership would be aggregated with the holders, of more than 4.99% of the Common
Shares. Without such blocker provisions (and assuming the Warrant is currently
exercisable), Cranshire may be deemed to beneficially own 5,269,934 Common Shares.
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(c) (i)
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Number of shares as to which each of Downsview and Mr. Kopin has:
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(i)
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Sole power to vote or to direct the vote: 0.
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(ii)
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Shared power to vote or to direct the vote 3,657,346.
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(iii)
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Sole power to dispose or to direct the disposition of 0.
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(iv)
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Shared power to dispose or to direct the disposition of 3,657,346.
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(ii)
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Number of shares as to which Cranshire has:
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(i)
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Sole power to vote or to direct the vote: 0.
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(ii)
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Shared power to vote or to direct the vote 3,568,456.
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(iii)
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Sole power to dispose or to direct the disposition of 0.
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(iv)
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Shared power to dispose or to direct the disposition of 3,568,456.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: April 26, 2010
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CRANSHIRE CAPITAL, L.P.
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By:
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Downsview Capital, Inc., its general partner
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
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DOWNSVIEW CAPITAL, INC.
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
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Page 7 of 8
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on
behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13G may be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him
or it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: April 26, 2010
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CRANSHIRE CAPITAL, L.P.
By: Downsview Capital, Inc., its general partner
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
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DOWNSVIEW CAPITAL, INC.
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
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Page 8 of 8
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