UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Industrial Enterprises of America, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
456132208
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 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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SCHEDULE 13D
CUSIP No. 456132208
1 NAME OF REPORTING PERSONPike Capital Partners, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSWC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 518,333 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 518,333 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 518,333 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON PN
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CUSIP No. 456132208
1 NAME OF REPORTING PERSONPike Capital Partners (QP), LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSWC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,153,333 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,153,333 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,153,333 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0% 14 TYPE OF REPORTING PERSON PN
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CUSIP No. 456132208
1 NAME OF REPORTING PERSONPike Capital Management LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSAF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,671,666 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,671,666 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,671,666 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% 14 TYPE OF REPORTING PERSON IA
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CUSIP No. 456132208
1 NAME OF REPORTING PERSONDaniel W. Pike 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSAF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONUnited States NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,671,666 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,671,666 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,671,666 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% 14 TYPE OF REPORTING PERSON IN
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This statement is filed with respect to the shares of the common stock, having par value $.01 per share, (“Common Stock”) of Industrial Enterprises of America, Inc., a Nevada corporation (“Issuer”), beneficially owned by the Reporting Persons (as defined below) as of December 3, 2008 and amends and supplements the Schedule 13D filed on March 23, 2007, as previously amended
(collectively, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.
The names of the persons filing this statement on Schedule 13D (collectively, the “Reporting Persons”) are:
• Pike Capital Partners, LP (the “LP Fund”);
• Pike Capital Partners (QP), LP (the “QP Fund”);
• Pike Capital Management LLC (“Pike Management”); and
• Daniel W. Pike.
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the LP Fund in making its purchases of the shares of Common Stock beneficially owned it by the Reporting Persons are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,849,463
The source and amount of funds used by the QP Fund in making its purchases of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $16,313,685
Although the above securities were acquired with working capital, the funds may have also used margin account borrowings made in the ordinary course of business, although neither fund can determine whether any funds allocated to purchase the shares of Common Stock were obtained from any margin account borrowings.
Item 5. Interest in Securities of the Issuer
(a-b) Collectively, the Reporting Persons beneficially own 4,671,666 shares of Common Stock representing 18.0% of the outstanding shares of Common Stock.
I. LP Fund
(a) Amount beneficially owned: 518,333
(b) Percent of class: 2.0%
(c) Number of Common Shares as to which the LP Fund has:
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(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 518,333 (See Note 1.)
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 518,333 (See Note 1.)
II. QP Fund
(a) Amount beneficially owned: 4,153,333
(b) Percent of class: 16.0%
(c) Number of Common Shares as to which the QP Fund has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,153,333 (See Note 1.)
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,153,333 (See Note 1.)
As the general partner of the LP Fund and QP Fund, Pike Management may be deemed to beneficially own the shares of Common Stock owned by them. As the controlling person of Pike Management, Daniel W. Pike may be deemed to beneficially own the shares of Common Stock beneficially owned by Pike Management.
Note 1: Each of the LP Fund and QP Fund may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the shares of Common Stock reported in this Schedule 13D with Pike Management and Daniel W. Pike
(c). A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days is attached as Appendix I. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days. All of the transactions listed on
Appendix I were effected on the open market.
(d). N/A
(e). N/A
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Appendix I: List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days.
Appendix II: Joint Filing Agreement (previously filed)
Appendix III: Power of Attorney
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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.
Dated: December 3, 2008
PIKE CAPITAL PARTNERS, LP By: Pike Capital Management LLC, as General Partner By: /s/ Kevin R. Arps Kevin R. Arps, Chief Financial Officer PIKE CAPITAL PARTNERS (QP), LP By: Pike Capital Management LLC, as General Partner By: /s/ Kevin R. Arps Kevin R. Arps, Chief Financial Officer PIKE CAPITAL MANAGEMENT LLC By: /s/ Kevin R. Arps Kevin R. Arps, Chief Financial Officer /s/ Kevin R. Arps Kevin R. Arps, as Attorney-in-Fact For Daniel W. Pike
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APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
The following transactions were effected by the LP Fund during the past sixty (60) days on the open market:
Date Security Approx. Price perShare (excl. of.Commissions) Amount of Shs.Bought (Sold) 12/01/08 Common $0.01 129,850 12/03/08 Common $0.007 11,800
The following transactions were effected by the QP Fund during the past sixty (60) days on the open market:
Date Security Approx. Price perShare (excl. of.Commissions) Amount of Shs.Bought (Sold) 12/01/08 Common $0.01 970,150 12/03/08 Common $0.007 88,200
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APPENDIX III
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints Kevin R. Arps as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same:
(a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
The undersigned also hereby grants to such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder.
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 18, 2007.
/s/ Daniel W. Pike
Daniel W. Pike
ACKNOWLEDGEMENT IN NEW YORK STATE
STATE OF NEW YORK, COUNTY OF NEW YORK ss.:
On June 18, 2007, before me, the undersigned personally appeared, Daniel W. Pike, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Matthew M. Dell Orfano
Matthew M. Dell Orfano
(signature and office of individual taking
acknowledgement)
[Notary Stamp and Seal]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Industrial Enterprises of America, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
456132208
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 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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SCHEDULE 13D
CUSIP No. 456132208
1 NAME OF REPORTING PERSONPike Capital Partners, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSWC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 518,333 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 518,333 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 518,333 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON PN
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CUSIP No. 456132208
1 NAME OF REPORTING PERSONPike Capital Partners (QP), LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSWC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,153,333 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,153,333 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,153,333 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0% 14 TYPE OF REPORTING PERSON PN
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CUSIP No. 456132208
1 NAME OF REPORTING PERSONPike Capital Management LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSAF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,671,666 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,671,666 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,671,666 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% 14 TYPE OF REPORTING PERSON IA
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CUSIP No. 456132208
1 NAME OF REPORTING PERSONDaniel W. Pike 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDSAF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o 6 CITIZENSHIP OR PLACE OF ORGANIZATIONUnited States NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,671,666 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,671,666 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,671,666 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% 14 TYPE OF REPORTING PERSON IN
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This statement is filed with respect to the shares of the common stock, having par value $.01 per share, (“Common Stock”) of Industrial Enterprises of America, Inc., a Nevada corporation (“Issuer”), beneficially owned by the Reporting Persons (as defined below) as of December 3, 2008 and amends and supplements the Schedule 13D filed on March 23, 2007, as previously amended
(collectively, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.
The names of the persons filing this statement on Schedule 13D (collectively, the “Reporting Persons”) are:
• Pike Capital Partners, LP (the “LP Fund”);
• Pike Capital Partners (QP), LP (the “QP Fund”);
• Pike Capital Management LLC (“Pike Management”); and
• Daniel W. Pike.
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the LP Fund in making its purchases of the shares of Common Stock beneficially owned it by the Reporting Persons are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,849,463
The source and amount of funds used by the QP Fund in making its purchases of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $16,313,685
Although the above securities were acquired with working capital, the funds may have also used margin account borrowings made in the ordinary course of business, although neither fund can determine whether any funds allocated to purchase the shares of Common Stock were obtained from any margin account borrowings.
Item 5. Interest in Securities of the Issuer
(a-b) Collectively, the Reporting Persons beneficially own 4,671,666 shares of Common Stock representing 18.0% of the outstanding shares of Common Stock.
I. LP Fund
(a) Amount beneficially owned: 518,333
(b) Percent of class: 2.0%
(c) Number of Common Shares as to which the LP Fund has:
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(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 518,333 (See Note 1.)
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 518,333 (See Note 1.)
II. QP Fund
(a) Amount beneficially owned: 4,153,333
(b) Percent of class: 16.0%
(c) Number of Common Shares as to which the QP Fund has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,153,333 (See Note 1.)
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,153,333 (See Note 1.)
As the general partner of the LP Fund and QP Fund, Pike Management may be deemed to beneficially own the shares of Common Stock owned by them. As the controlling person of Pike Management, Daniel W. Pike may be deemed to beneficially own the shares of Common Stock beneficially owned by Pike Management.
Note 1: Each of the LP Fund and QP Fund may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the shares of Common Stock reported in this Schedule 13D with Pike Management and Daniel W. Pike
(c). A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days is attached as Appendix I. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days. All of the transactions listed on
Appendix I were effected on the open market.
(d). N/A
(e). N/A
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Appendix I: List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days.
Appendix II: Joint Filing Agreement (previously filed)
Appendix III: Power of Attorney
--------------------------------------------------------------------------------
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.
Dated: December 3, 2008
PIKE CAPITAL PARTNERS, LP By: Pike Capital Management LLC, as General Partner By: /s/ Kevin R. Arps Kevin R. Arps, Chief Financial Officer PIKE CAPITAL PARTNERS (QP), LP By: Pike Capital Management LLC, as General Partner By: /s/ Kevin R. Arps Kevin R. Arps, Chief Financial Officer PIKE CAPITAL MANAGEMENT LLC By: /s/ Kevin R. Arps Kevin R. Arps, Chief Financial Officer /s/ Kevin R. Arps Kevin R. Arps, as Attorney-in-Fact For Daniel W. Pike
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APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
The following transactions were effected by the LP Fund during the past sixty (60) days on the open market:
Date Security Approx. Price perShare (excl. of.Commissions) Amount of Shs.Bought (Sold) 12/01/08 Common $0.01 129,850 12/03/08 Common $0.007 11,800
The following transactions were effected by the QP Fund during the past sixty (60) days on the open market:
Date Security Approx. Price perShare (excl. of.Commissions) Amount of Shs.Bought (Sold) 12/01/08 Common $0.01 970,150 12/03/08 Common $0.007 88,200
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APPENDIX III
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints Kevin R. Arps as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same:
(a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
The undersigned also hereby grants to such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder.
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 18, 2007.
/s/ Daniel W. Pike
Daniel W. Pike
ACKNOWLEDGEMENT IN NEW YORK STATE
STATE OF NEW YORK, COUNTY OF NEW YORK ss.:
On June 18, 2007, before me, the undersigned personally appeared, Daniel W. Pike, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Matthew M. Dell Orfano
Matthew M. Dell Orfano
(signature and office of individual taking
acknowledgement)
[Notary Stamp and Seal]
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