CUSIP No. 3763951098
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSON
Bedford Oak Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o | |||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
0
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|||
8
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SHARED VOTING POWER
2,013,434
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||||
9
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SOLE DISPOSITIVE POWER
0
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||||
10
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SHARED DISPOSITIVE POWER
2,013,434
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,013,434
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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o | |||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%* (See Item 5)
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14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 3763951098
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSON
Bedford Oak Acorn, L.P.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
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|||
3
|
SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS*
OO (See Item 3)
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
0
|
|||
8
|
SHARED VOTING POWER
1,897,000
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
1,897,000
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,897,000
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%* (See Item 5)
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||||
14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 3763951098
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Page 4 of 10 Pages
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1
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NAME OF REPORTING PERSON
Bedford Oak Offshore, Ltd.
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|||
3
|
SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS*
OO (See Item 3)
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o | |||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
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SHARED VOTING POWER
1,300,000
|
||||
9
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SOLE DISPOSITIVE POWER
0
|
||||
10
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SHARED DISPOSITIVE POWER
1,300,000
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,300,000
|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%* (See Item 5)
|
||||
14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No. 3763951098
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Page 5 of 10 Pages
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1
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NAME OF REPORTING PERSON
Bedford Oak Advisors, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|||
3
|
SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS*
OO (See Item 3)
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o | |||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
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SHARED VOTING POWER
5,210,434
|
||||
9
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SOLE DISPOSITIVE POWER
0
|
||||
10
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SHARED DISPOSITIVE POWER
5,210,434
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,210,434
|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%* (See Item 5)
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||||
14
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TYPE OF REPORTING PERSON*
IA
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CUSIP No. 3763951098
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Page 6 of 10 Pages
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1
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NAME OF REPORTING PERSON
Harvey P. Eisen
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS*
AF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o | |||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
2,666,667* (See Item 5)
|
|||
8
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SHARED VOTING POWER
5,210,434
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||||
9
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SOLE DISPOSITIVE POWER
2,666,667* (See Item 5)
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||||
10
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SHARED DISPOSITIVE POWER
5,210,434
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,877,101* (See Item 5)
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3%* (See Item 5)
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||||
14
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TYPE OF REPORTING PERSON*
IN
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(a)
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As of the date hereof, Capital directly beneficially owns 2,013,434 shares of Common Stock, constituting approximately 9.5%* of the outstanding shares, Acorn directly beneficially owns 1,897,000 shares of Common Stock, constituting approximately 9.0%* of the outstanding shares and Offshore directly beneficially owns 1,300,000 shares of Common Stock, constituting approximately 6.2%* of the outstanding shares (based on 17,588,559 shares of Common Stock outstanding as of October 29, 2012, as disclosed by the Company in its quarterly report filed on Form 10-Q for the period ended September 30, 2012) plus 881,206 shares of Common Stock issued on December 19, 2012 by the Company). In its capacity as investment manager of Capital, Acorn and Offshore, such shares may be deemed to be indirectly beneficially owned by the Advisor and, in his capacity as managing member of the Advisor, by Mr. Eisen. The Advisor may be deemed to indirectly beneficially own 5,210,434 shares of Common Stock, or approximately 24.7%* of the outstanding shares. Mr. Eisen has vested options to acquire an additional 2,666,667 shares of Common Stock and has unvested options to acquire an additional 83,333 shares of Common Stock and thereby may be deemed to beneficially own an aggregate of 7,877,101* shares of Common Stock, or approximately 37.3%* of the outstanding shares.
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*
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Includes 2,666,667 shares of Common Stock issuable upon the exercise of vested options held by Mr. Eisen but not the 83,333 shares of Common Stock issuable upon the exercise of unvested options held by Mr. Eisen.
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(b)
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Capital and the Advisor share the power to direct the vote and the disposition of 2,013,434 shares of Common Stock owned by Capital pursuant to an investment advisory agreement. Acorn and the Advisor share the power to direct the vote and the disposition of 1,897,000 shares of Common Stock owned by Acorn pursuant to an investment advisory agreement. Offshore and the Advisor share the power to direct the vote and the disposition of 1,300,000 shares of Common Stock owned by Offshore pursuant to an investment advisory agreement. The Advisor (in its capacity as investment manager of Capital, Acorn, Offshore and certain other private investment partnerships) and Mr. Eisen (as managing member of the Advisor) share the power to direct the vote and the disposition of the 5,210,434 shares of Common Stock owned by Capital, Acorn, Offshore and certain other private investment partnerships managed by the Advisor. Mr. Eisen has the sole power to direct the vote and the disposition of the 2,666,667 vested options to purchase shares of Common Stock and the 83,333 unvested options to purchase shares of Common Stock.
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(c)
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On December 11, 2012, Mr. Eisen made a bona fide gift of 421,031 shares of Common Stock to a trust of which he is not a trustee or beneficiary. Other than as described herein, none of the Reporting Persons have completed any transactions in the Common Stock of the Company during the last sixty days.
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(d)
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No person other than the Adviser or Mr. Eisen has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by Partners, Capital, Acorn, or Offshore. No person other than Mr. Eisen has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by him.
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(e)
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Not applicable.
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BEDFORD OAK CAPITAL, L.P.
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By: Bedford Oak Management, LLC
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By: /s/ Harvey P. Eisen
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Name: Harvey P. Eisen
|
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Title: Managing Member
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BEDFORD OAK ACORN, L.P.
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By: Bedford Oak Management, LLC
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By: /s/ Harvey P. Eisen
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Name: Harvey P. Eisen
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Title: Managing Member
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BEDFORD OAK OFFSHORE, LTD.
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By: /s/ Sarah Kelly
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Name: Sarah Kelly
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Title: Director
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BEDFORD OAK ADVISORS, LLC
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By:
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/s/ Harvey P. Eisen
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Name: Harvey P. Eisen
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Title: Managing Member
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HARVEY P. EISEN
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By:
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/s/ Harvey P. Eisen
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Harvey P. Eisen
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