Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CAGLE’S, INC.
(Name of Issuer)
 
Class A Common Stock, $1.00 par value
(Title of Class of Securities)
 
127703-10-6
(CUSIP Number)
 

 
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


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 17, 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 which 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
 
 


CUSIP No. 127703-10-6
13D
Page 2 of 14 Pages
 

 
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 
 
73,800 (See Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
73,800 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,800 (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)
1.58%
14
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 

CUSIP No. 127703-10-6
13D
Page 3 of 14 Pages


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 
 
62,100  (See Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
62,100  (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,100  (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)
1.33%
14
TYPE OF REPORTING PERSON*
 
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!



 

CUSIP No. 127703-10-6
13D
Page 4 of 14 Pages
 

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 
 
101,500 (See Item 5)
8
SHARED VOTING POWER
 
0   (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
101,500 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,500 (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)
2.18%
14
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 127703-10-6
13D
Page 5 of 14 Pages


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 
 
175,300 (See Item 5)
8
SHARED VOTING POWER
 
0   (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
175,300 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,300 (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)
3.76 %
14
TYPE OF REPORTING PERSON*
 
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP No. 127703-10-6
13D
Page 6 of 14 Pages

 
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 
 
62,100 (See Item 5)
8
SHARED VOTING POWER
 
0  (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
62,100 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0   (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,100 (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)
1.33 %
14
TYPE OF REPORTING PERSON*
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 127703-10-6
13D
Page 7 of 14 Pages


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
 
237,400 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
0 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
237,400 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,400   (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)
5.09%
14
TYPE OF REPORTING PERSON*
 
IN


*SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP No. 127703-10-6
13D
Page 8 of 14 Pages


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
 
237,400 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
0 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
237,400 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,400 (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)
5.09%
14
TYPE OF REPORTING PERSON*
 
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 127703-10-6
13D
Page 9 of 14 Pages


Item 1. Security and Issuer.

This Schedule 13D (the “Statement”) relates to the shares of Class A Common Stock, $1.00 par value per share (the “Common Stock”) of Cagles, Inc. a Georgia Corporation, (the “Issuer”), whose principal executive offices are located at 2000 Hills Avenue, N.W., Atlanta, GA 30318.


Item 2. Identity and Background.

(a), (b), (c) and (f). This Statement is filed by the Wynnefield Reporting Persons. The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua Landes. The Wynnefield Reporting Persons are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

 WCM, a New York limited liability company, is the general partner of Wynnefield Partners and Wynnefield Partners I, private investment companies organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua Landes are the co-managing members of WCM and principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. Mr. Obus and Mr. Landes are citizens of the United States of America.

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Item 3. Source and Amount of Funds or Other Consideration.
 
The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $119,388 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.


 

CUSIP No. 127703-10-6
13D
Page 10 of 14 Pages

Item 4. Purpose of Transaction.
 
This Statement is filed by the Wynnefield Reporting Persons to report acquisitions of shares of Common Stock for investment purposes, as a result of which the Wynnefield Reporting Persons may be deemed to be the beneficial owners (as that term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of more than 5% of the outstanding Common Stock of the Issuer.

On November 9, 2007, James Douglas Cagle, on behalf of himself and each of George Douglas Cagle, James David Cagle, that certain Trust established by the Last Will and Testament of George L. Cagle and Cagle Family Holdings LLC (collectively the “Cagle Family”) submitted a written offer to the Issuer’s Board of Directors setting forth the Cagle Family’s proposal for a transaction in which a company formed by the Cagle Family would merge with and into the Issuer, and the Issuer would be the surviving entity.  As a result of the proposed merger, each holder of the Issuer’s Common Stock, other than the Cagle Family, would receive $9.00 per share, and the Cagle Family would own 100% of the Issuer’s Common Stock.  On March 11, 2008, James Douglas Cagle, on behalf of the Cagle Family, submitted a written notice to the Issuer’s Board of Directors withdrawing the proposed merger proposal.

The Wynnefield Reporting Persons are pleased that the Issuer will apparently remain an independent public company, and now that the Cagle Family’s insulting and self-serving proposed offer to take the Issuer private has been withdrawn, the Wynnefield Reporting Persons request that the Issuer’s management and Board of Directors devote their collective efforts to maximizing stockholder value for the benefit of all of the Issuer’s stockholders. The Wynnefield Reporting Persons will continue their discussions with the Issuer's management and Board of Directors and given the potential long term upside in the protein industry, looks forward to the Issuer accomplishing its short and long term objectives on behalf of ALL of the Issuer's stockholders.

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Statement. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may,  in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock, selling Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.



CUSIP No. 127703-10-6
13D
Page 11 of 14 Pages

 
Item 5. Interest in Securities of the Issuer. 
 
(a), (b) and (c) As of March 17, 2008, the Wynnefield Reporting Persons beneficially owned in the aggregate 237,400 shares of Common Stock, constituting approximately 5.09% of the outstanding shares of shares of Common Stock (the percentage of shares owned being based upon 4,664,198, shares of Common Stock outstanding as of December 29, 2007, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended December 29, 2007, filed with the Commission on February 28, 2008).The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Common Stock
Percentage of Outstanding Common Stock
 
Wynnefield Partners
73,800
1.58%
Wynnefield Partners I
101,500
2.18%
Wynnefield Offshore
62,100
1.33%
 
WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own.
 
Each of Messrs. Obus and Landes, as co-managing members of WCM, has the power to direct the voting and disposition of the Common Stock that WCM may be deemed to beneficially own. WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns.
 
WCI as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Each of Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as an executive officer of WCI, has the power to direct the voting and disposition of the Common Stock that WCI may be deemed to beneficially own.
 
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Statement for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) of 237,400 shares of Common Stock, constituting approximately 5.09% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 4,664,198 shares of Common Stock outstanding as of December 29, 2007, as set forth in Issuer’s most recent report on Form 10-Q for the quarter ended December 29, 2007, filed with the Commission on February 28, 2008).
 


 

CUSIP No. 127703-10-6
13D
Page 12 of 14 Pages
 
 
   The filing of this Statement and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Statement.
 
  The Wynnefield Reporting Persons have purchased shares of Common Stock during the last 60 days, as follows, each of which were purchased in a private placement conducted by the Issuer (prices do not reflect brokerage commissions).

Name
Date
Number of Shares
Price Per Share
 
Wynnefield Partners
March 13, 2008
5,500
$5.97
Wynnefield Partners I
March 13, 2008
7,500
$5.97
Wynnefield Offshore
March 13, 2008
7,000
$5.97

 
(d) and (e). Not Applicable
 
Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Each of the Wynnefield Reporting Persons is a party to a Joint Filing Agreement, dated as of March 20, 2008 (the "13D Joint Filing Agreement"), pursuant to which the they agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission. The description of the 13D Joint Filing Agreement in this Item 6 of the Statement is qualified in its entirety by reference to the full text of the 13D Joint Filing Agreement, a copy of which is filed herewith as Exhibit 99.1.
 



CUSIP No. 127703-10-6
13D
Page 13 of 14 Pages
 
 
Except for the agreements described in this Statement, to the best knowledge of the Wynnefield Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Wynnefield Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
 
 
 Item 7.  Material to be Filed as Exhibits
 
            The following exhibit is filed as part of this Statement:
 
 
Exhibit 99.1
Joint Filing Agreement dated as of March 20, 2008.
 
 
 

CUSIP No. 127703-10-6
13D
Page 14 of 14 Pages

 
 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
 
Dated: March 20, 2008
 
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
     
 
By:
Wynnefield Capital Management, LLC,
   
its General Partner
 
By:
/s/ Nelson Obus
   
Nelson Obus, Co-Managing Member
   
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I
 
By:
Wynnefield Capital Management, LLC,
   
its General Partner
 
 
By:
/s/ Nelson Obus
   
Nelson Obus, Co-Managing Member
 
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
 
By:
Wynnefield Capital, Inc.,
   
its Investment Manager
     
 
By:
/s/ Nelson Obus
   
Nelson Obus, President
   
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
     
 
By:
/s/ Nelson Obus
 
Nelson Obus, Co-Managing Member
 
 
 
 
WYNNEFIELD CAPITAL, INC.
 
By:
/s/ Nelson Obus
   
Nelson Obus, President
     
   
/s/ Nelson Obus
 
Nelson Obus, Individually
     
   
/s/ Joshua Landes
 
 
 Joshua Landes, Individually