CUSIP No. P8696W104
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Page 2
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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John M. Gregory
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||
2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
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||
3.
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SEC Use Only
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|||
4.
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Source of Funds (See Instructions)
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00
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||
5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
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6.
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Citizenship or Place of Organization
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United States of America
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||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
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2,800,000
|
|
8.
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Shared Voting Power
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0
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||
9.
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Sole Dispositive Power
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2,800,000
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||
10.
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Shared Dispositive Power
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0
|
||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,800,000
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||
12.
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Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
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|||
13.
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Percent of Class Represented by Amount in Row (11)
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5.09%
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14.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. P8696W104
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Page 3
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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Joan P. Gregory
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||
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
|
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
|
|||
6.
|
Citizenship or Place of Organization
|
United States of America
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
2,800,000
|
|
8.
|
Shared Voting Power
|
0
|
||
9.
|
Sole Dispositive Power
|
2,800,000
|
||
10.
|
Shared Dispositive Power
|
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,800,000
|
||
12.
|
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
|
5.09%
|
||
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
CUSIP No. P8696W104
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Page 4
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|||
1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
|
Susan. Gregory
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||
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
|
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
|
|||
6.
|
Citizenship or Place of Organization
|
United States of America
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
2,800,000
|
|
8.
|
Shared Voting Power
|
0
|
||
9.
|
Sole Dispositive Power
|
2,800,000
|
||
10.
|
Shared Dispositive Power
|
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,800,000
|
||
12.
|
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
|
5.09%
|
||
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
CUSIP No. P8696W104
|
Page 5
|
|||
1.
|
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
|
James M. Gregory
|
||
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
|
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
|
|||
6.
|
Citizenship or Place of Organization
|
United States of America
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
2,800,000
|
|
8.
|
Shared Voting Power
|
0
|
||
9.
|
Sole Dispositive Power
|
2,800,000
|
||
10.
|
Shared Dispositive Power
|
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,800,000
|
||
12.
|
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
|
5.09%
|
||
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
CUSIP No. P8696W104
|
Page 6
|
|||
1.
|
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
|
SJ Strategic Investments LLC
30-0060195
|
||
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
|
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
|
|||
6.
|
Citizenship or Place of Organization
|
United States of America
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
2,800,000
|
|
8.
|
Shared Voting Power
|
0
|
||
9.
|
Sole Dispositive Power
|
2,800,000
|
||
10.
|
Shared Dispositive Power
|
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,800,000
|
||
12.
|
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
|
5.09%
|
||
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No. P8696W104
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Page 7
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|||
1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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Kingsway Charities
54-1668650
|
||
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
|
00
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
|
|||
6.
|
Citizenship or Place of Organization
|
United States of America
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
2,800,000
|
|
8.
|
Shared Voting Power
|
0
|
||
9.
|
Sole Dispositive Power
|
2,800,000
|
||
10.
|
Shared Dispositive Power
|
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,800,000
|
||
12.
|
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
|
5.09%
|
||
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
(a) This report is being filed by John M. Gregory and Joan P. Gregory, husband and wife, Susan Gregory, James M. Gregory, SJ Strategic Investments LLC and Kingsway Charities (collectively, the “Reporting Persons”) . SJ Strategic Investments LLC (“SJSI”)is a Tennessee limited liability company which has a principal business of engaging in investment activities. The members of SJSI are John M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory. Susan Gregory and James M. Gregory are the children of John M. Gregory and Joan P. Gregory. Kingsway Charities is a non-profit charitable organization for which John M. Gregory serves as Chairman of the Board of Directors. |
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(b)
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The address for the Reporting Persons and the principal business office for SJSI is,
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(c) John M. Gregory is the Managing Member of SJSI. Joan P. Gregory is a homemaker and is not presently employed in any other capacity. Susan Gregory is the Chief Investment Officer for SJSI. James M. Gregory is General Counsel of SJSI |
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(d)and(e) None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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 activities subject to, federal or state securities laws or finding any violation of such laws.
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(f) John M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory are citizens of the United States of America. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
(a) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer: | |
(b) | The sale or transfer of a material amount of assets of the Issuer; | |
(c) | Any change in the present Board of Directors or management of the Issuer, including any plans or proposal to change the number or terms of Directors or to fill any existing vacancies on the Board; |
(d) | Any material change in the present capitalization or dividend policy of the Issuer; | |
(e) | Any other material change in the Issuer's business or corporate structure; | |
(f) | Changes in the corporate governance documents or other actions which may impede the acquisition or control of the Issuer by any person; | |
(g) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; | |
(h) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or | |
(i) | Any action similar to any of those enumerated above. |
Item 5. | Interest in Securities of Issuer |
(a) | The calculations in this Item are based upon 55,023,461 Common Shares issued and outstanding as of September 30, 2012 (based on disclosures made by the Issuer in its Financial Report on Form 6-K) . As of the date hereof, the Reporting Persons beneficially owned 2,800,000 shares or 5.09% of the outstanding Common Shares of the Issuer. The foregoing calculation is made pursuant to Rule l3d-3 promulgated under the Act. | |
(b) | Because John M. Gregory controls all of the voting interests of SJSI and Kingsway Charities with respect to the securities, he may be deemed to have the sole power to vote and direct the vote of 1,800,000 shares and the sole power to dispose and direct the disposition of 1,800,000 shares, Neither Joan P. Gregory, Susan Gregory nor James M. Gregory presently have the power to dispose, direct the disposition, vote or direct the vote of shares of Common Stock held by SJSI or Kingsway Charities. However, they may be deemed to indirectly beneficially own Common Shares of the Issuer held by SJSI due to their financial interests in SJSI. John M. Gregory controls the voting and dispositive power of the 1,000,000 Common Shares held by John M. Gregory and Joan P. Gregory as joint tenants with right of survivorship. | |
(c) | During the 60 day period ended as of the date hereof. The Reporting Persons have engaged in the following transactions, with all purchases having been made for cash in the open market, |
Transaction
|
Date
|
No. of Shares
|
Average
Price Per Share
|
Purchase
|
11/01/2012
|
35,000
|
$ 2.87
|
12/27/2012
|
65,000
|
$2.94
|
(d) | The Reporting Persons affirm that no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Shares beneficially owned by the Reporting Persons. | |
(e)
|
Not Applicable. |
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
|
Item 7. | Material to be Filed as Exhibits. |
Exhibit
|
Description
|
1
|
Joint Filing Agreement
|
Date: December 27, 2012 | /s/ John M. Gregory | |
John M. Gregory |
/s/ Joan P. Gregory | ||
Joan P. Gregory |
/s/ Susan Gregory | ||
Susan Gregory |
/s/ James M. Gregory | ||
James M. Gregory |
SJ Strategic Investments LLC |
By: | /s/ John M. Gregory |
John M. Gregory | |
Its: Managing Member |
Kingsway Charities |
By: | /s/ John M. Gregory |
John M. Gregory | |
Its: Chairman of the Board of Directors |
/s/ John M. Gregory | ||
John M. Gregory |
/s/ Joan P. Gregory | ||
Joan P. Gregory |
/s/ Susan Gregory | ||
Susan Gregory |
/s/ James M. Gregory | ||
James M. Gregory |
SJ Strategic Investments LLC |
By: | /s/ John M. Gregory |
John M. Gregory | |
Its: Managing Member |
Kingsway Charities |
By: | /s/ John M. Gregory |
John M. Gregory | |
Its: Chairman of the Board of Directors |