-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ScrO2LskS0Yx0jwu+JjwMlL4GD3xOiLyXXBcypVZ02DYy5IN5bjRJQzj8wPsTjf3 zc4K/+UUljxgSs1DqxqOeg== 0001144204-11-008399.txt : 20110214 0001144204-11-008399.hdr.sgml : 20110214 20110214155132 ACCESSION NUMBER: 0001144204-11-008399 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: JANET JYLL JOHNSTONE GROUP MEMBERS: MICHAEL ARLEN DAVIS CHARITABLE LEAD ANNUITY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS MICHAEL A / CENTRAL INDEX KEY: 0001201156 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1621 JUANITA LANE CITY: TIBURON STATE: CA ZIP: 94920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYANOTECH CORP CENTRAL INDEX KEY: 0000768408 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 911206026 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38427 FILM NUMBER: 11607330 BUSINESS ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA KONA STATE: HI ZIP: 96740 BUSINESS PHONE: 8083261353 MAIL ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA-KONA STATE: HI ZIP: 96740 SC 13G/A 1 v210926_sc13ga.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c) And (d) And Amendments Thereto
Filed Pursuant To § 240.13d-2
 
Under The Securities Exchange Act Of 1934
 
(Amendment No. 4)*
 
Cyanotech Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

232437-301
(CUSIP Number)
 
December 31, 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:
 



*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 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).


 
CUSIP No. 232437-301
1
NAME OF REPORTING PERSONS
   
 
Michael A. Davis ("Davis")
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(See Instructions)
(a) ¨
   
(b) x
     
   
3
SEC USE ONLY
   
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   

   
5
SOLE VOTING POWER
       
     
0 shares.
       
       
   
6
SHARED VOTING POWER
       
     
1,036,430 shares.
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
The 1,036,430 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Davis' spouse, Janet J. Johnstone ("Johnstone"); 76,998 shares held by the Skywords Family Foundation, a charitable foundation of which Davis and Johnstone serve as two of the three directors (the "Foundation"); 150,000 shares held by trusts for the benefit of Davis' children for which Davis is Co-Trustee (the "Children's Trusts"); 50,000 shares held by Davis and Johnstone as UTMA custodians for Davis' children (the "Custodial Accounts"); 480,769 shares held by the Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust") of which Davis is Co-Trustee and non-charitable beneficiary; and 750 shares issuable upon the exercise of stock options held by the Michael Davis 1993 Family Trust, a trust for the benefit of Davis, Johnstone, and Davis' descendants of which Davis and Johnstone are Co-Trustees (the "Family Trust").
       
       
   
7
SOLE DISPOSITIVE POWER
       
     
0 shares
       
       
   
8
SHARED DISPOSITIVE POWER
       
     
1,036,430 shares
       
     
The 1,036,430 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Johnstone; 76,998 shares held by the Foundation; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; and 750 shares issuable upon the exercise of stock options held by the Family Trust.
       

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,036,430 SHARES. The 1,036,430 shares include 750 shares issuable upon the exercise of stock options.
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
19.2%
   
   
12
TYPE OF REPORTING PERSON (See Instructions)
   
 
IN
   
 

CUSIP No. 232437-301
1.
NAME OF REPORTING PERSON
  
     
 
Janet Jyll Johnstone ("Johnstone")
  
     
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
 
(See Instructions)
(a) ¨
   
(b) x
     
     
3
SEC USE ONLY
  
     
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States
  
     

   
5
SOLE VOTING POWER
       
     
0 shares.
       
       
   
6
SHARED VOTING POWER
       
     
374,411 shares.
       
 
NUMBER OF
SHARES
BENEFICIALLY
  
The 374,411 shares consist of: 246,663 shares held by Davis; 76,998 shares held by the Foundation; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon exercise of options held by the Family Trust.
  OWNED BY     
  EACH     
  REPORTING 
7
SOLE DISPOSITIVE POWER
  PERSON     
 
WITH 
 
0 shares.
       
       
   
8
SHARED DISPOSITIVE POWER
       
     
374,411 shares.
       
     
The 374,411 shares consist of: 246,663 shares held by Davis; 76,998 shares held by the Foundation; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon exercise of options held by the Family Trust.
       

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
322,413
   
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
(See Instructions)
¨
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.9%
   
   
12
TYPE OF REPORTING PERSON (See Instructions)
   
 
IN
   
 

CUSIP No. 232437-301
   
1
NAME OF REPORTING PERSON
   
 
Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust")
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) ¨
   
(b) x
   
   
3
SEC USE ONLY
   
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   

   
5
SOLE VOTING POWER
       
     
0 shares.
 
  
    
       
 
  
6
SHARED VOTING POWER
       
 
NUMBER OF 
  
480,769 shares.
 
SHARES 
    
 
BENEFICIALLY
OWNED BY
  
Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.
 
EACH  
    
 
REPORTING 
   
 
PERSON
7
SOLE DISPOSITIVE POWER
 
WITH 
   
 
 
0
       
       
   
8
SHARED DISPOSITIVE POWER
       
     
480,769 shares.
       
     
Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.
       

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
480,769 shares.
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
(See Instructions)
¨
     
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
8.9%
   
   
12
TYPE OF REPORTING PERSON
   
 
OO
   
 

Item 1.
 
 
(a)
Name of Issuer:
 
Cyanotech Corporation.
 
 
(b)
Address of Issuer's Principal Executive Offices:
 
73-4460 Queen Kaahumanu Highway, Suite 102
Kailua-Kona, Hawaii 96740
 
Item 2.
 
 
(a)
Name of Person(s) Filing:
 
This statement is filed jointly by Michael A. Davis ("Davis"), the Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust") and Davis' spouse, Janet J. Johnstone ("Johnstone").
 
 
(b)
Address of Principal Business Office or, if none, Residence:
 
1621 Juanita Lane
Tiburon, California 94920
 
 
(c)
Citizenship:
 
United States
 
 
(d)
Title of Class of Securities:
 
Common Stock.
 
 
(e)
CUSIP Number:
 
232437-301
 
Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:
 
N.A.
 
Item 4.   Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
 
Davis: 1,036,430 shares. The 1,036,430 shares include 750 shares issuable upon the exercise of stock options.
 
Johnstone: 374,411 shares. The 374,411 shares include 750 shares issuable upon the exercise of stock options.
 
Charitable Trust: 480,769 shares.


(b) 
Percent of Class:
 
Davis: 19.2%
 
Johnstone: 6.9%
 
Charitable Trust: 8.9%
 
(c) 
Number of shares as to which the person has:
 
(i) 
Sole power to vote or direct the vote:
 
Davis: 0 shares
 
Johnstone: 0 shares
 
Charitable Trust: 0 shares
 
(ii) 
Shared power to vote or to direct the vote:
 
Davis: 1,036,430 shares. The 1,036,430 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Johnstone; 76,998 shares held by the Foundation; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Johnstone: 374,411 shares. The 374,411 shares consist of: 246,663 shares held by Davis; 76,998 shares held by the Foundation; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Charitable Trust: 480,769 shares. Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.
 
(iii) 
Sole power to dispose or direct the disposition of:
 
Davis: 0 shares
 
Johnstone: 0 shares
 
Charitable Trust: 0 shares
 
(iv) 
Shared power to dispose or direct the disposition of:
 
Davis: 984,432 shares. The 984,432 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Johnstone; 25,000 shares held by the Foundation; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Johnstone: 322,413 shares. The 322,413 shares consist of: 246,663 shares held by Davis; 25,000 shares held by the Foundation; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Charitable Trust: 480,769 shares. Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.


Item 5.
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent (5%) of the class of securities, check the following o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Northern Trust Bank of California N.A. is Co-Trustee of the Children’s Trusts and the Charitable Trust, and collectively holds 630,769 shares or 11.7% of the class of stock.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
N.A.
 
Item 8.
Identification and Classification of Members of the Group.
 
N.A.
 
Item 9.
Notice of Dissolution of Group.
 
N.A.
 
Item 10. 
Certification
 
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, other than activities solely in connection with a nomination under §240.14a-11.
 


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: February 14, 2011

By: 
/s/ Eleanor Hicks, attorney-in-fact
 
 Michael A. Davis
   
By:
/s/ Eleanor Hicks, attorney-in-fact
 
 Janet J. Johnstone
   
By:
/s/ Eleanor Hicks. attorney-in-fact
 
 The Michael Arlen Davis
 
 Charitable Lead Annuity Trust

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
 
EXHIBIT INDEX
 
1. Limited Powers of Attorney for Section 13 Reporting Obligations
Page 9 
 
 
 EX-1 2 v210926_ex1.htm Unassociated Document
EXHIBIT 1

 
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Sara Finigan, Todd Hovey and Eleanor Hicks, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
 
(1)   prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto or any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges, as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
 
(2)   perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
 
The undersigned acknowledges that:
 
(1)   this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
 
(2)   any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
 
(3)   the attorneys-in-fact do not assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and
 
(4)   this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 13 of the Exchange Act.
 
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
 
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of February , 2011.
 
 
/s/ Michael A. Davis
 
Signature
   
 
Michael A. Davis
 
Print Name
 
Page 9 of 11
 

LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Sara Finigan, Todd Hovey and Eleanor Hicks, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
 
(1)   prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto or any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges, as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
 
(2)   perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
 
The undersigned acknowledges that:
 
(1)   this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
 
(2)   any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
 
(3)   the attorneys-in-fact do not assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and
 
(4)   this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 13 of the Exchange Act.
 
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
 
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of February, 2011.
 
 
/s/ Janet J. Johnstone
 
Signature
   
 
Janet J. Johnstone
 
Print Name

Page 10 of 11
 

LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Sara Finigan, Todd Hovey and Eleanor Hicks, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
 
(1)   prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto or any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges, as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
 
(2)   perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
 
The undersigned acknowledges that:
 
(1)   this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
 
(2)   any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
 
(3)   the attorneys-in-fact do not assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and
 
(4)   this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 13 of the Exchange Act.
 
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
 
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of February , 2011.
 
   
/s/ Michael A. Davis
   
Signature
     
   
Michael A. Davis
   
Print Name
   
The Michael Arlen Davis
   
Charitable Lead Annuity Trust
 
By: 
Michael Davis
 
Its:
Co-Trustee
 
Page 11 of 11
 
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