-----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, HBRLFPLeE08PxniKYqiA1l9QUjbARMBgVtqbCgTdnnwUSa8a0kdbJts+Vtm9goAr OIwEEmAMoR6U4nxHTgua5Q== 0000905718-08-000053.txt : 20080206 0000905718-08-000053.hdr.sgml : 20080206 20080205180602 ACCESSION NUMBER: 0000905718-08-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080206 DATE AS OF CHANGE: 20080205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Telecom & Technology, Inc. CENTRAL INDEX KEY: 0001315255 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 202096338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80681 FILM NUMBER: 08578409 BUSINESS ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 442-5500 MAIL ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Mercator Partners Acquisition Corp. DATE OF NAME CHANGE: 20050124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANNELL CAPITAL LLC CENTRAL INDEX KEY: 0001058854 IRS NUMBER: 943366999 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 3459 STREET 2: 240 E. DELONEY AVE. CITY: JACKSON STATE: WY ZIP: 83001 BUSINESS PHONE: 4158358300 MAIL ADDRESS: STREET 1: P.O. BOX 3459 STREET 2: 240 E. DELONEY AVE. CITY: JACKSON STATE: WY ZIP: 83001 FORMER COMPANY: FORMER CONFORMED NAME: CANNELL J CARLO DBA CANNELL CAPITAL MGMT DATE OF NAME CHANGE: 19980330 SC 13D/A 1 gtti13dam3jan08.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Global Telecom & Technology, Inc. - -------------------------------------------------------------------------------- (formerly, Mercator Partners Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 378979108 - -------------------------------------------------------------------------------- (CUSIP Number) Cannell Capital, LLC P.O. Box 3459, 240 E. Deloney Ave., Jackson, WY 83001 (415) 835-8300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 28, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 ("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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number. Cusip No. 378979108 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Cannell Capital, LLC - -------------------------------------------------------------------------------- 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): WC/OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Wyoming - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0* ------------------------------------------ Shares Beneficially 8. Shared Voting Power: 0* ------------------------------------------ Owned by Each Reporting 9. Sole Dispositive Power: 0* ------------------------------------------ Person With 10. Shared Dispositive Power: 0* ------------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 0.0%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IAN - -------------------------------------------------------------------------------- * As of March 28, 2007 (the "Reporting Date"), Anegada Master Fund Limited ("Anegada"), The Cuttyhunk Fund Limited ("Cuttyhunk"), TE Cannell Portfolio, Ltd. ("TEC") and Tonga Partners, L.P. ("Tonga" and collectively with Anegada, Cuttyhunk and TEC, the "Funds") owned in the aggregate (i) 5,782,597 shares of common stock, par value $0.0001 per share (the "Shares"), of Global Telecom & Technology, Inc. (the "Company"), (ii) 1,402,100 Class W warrants, each exercisable to purchase one Share as of October 16, 2006, and (iii) 821,900 Class Z warrants, each exercisable to purchase one Share as of October 16, 2006. Cannell Capital LLC acts as the investment sub-adviser to Anegada, Cuttyhunk and TEC, and is the general partner of and investment sub-adviser to Tonga. Mr. J. Carlo Cannell is the sole managing member of Canell Capital LLC. As a result, Mr. Cannell possesses the sole power to vote and to direct the disposition of the securities held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell is deemed to beneficially own 8,006,597 Shares, or approximately 57.9% of the Shares deemed issued and outstanding as of the Reporting Date. THIS SCHEDULE 13D AMENDMENT NO. 3 (THE "AMENDED 13D") AMENDS AND RESTATES THE SCHEDULE 13D, AS PREVIOUSLY AMENDED, WITH RESPECT TO GLOBAL TELECOM & TECHNOLOGY, INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") BY J. CARLO CANNELL UNDER THE CENTRAL INDEX KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY AMENDED, THE "PRIOR 13D"). THIS AMENDED 13D CORRECTS THE PRIOR 13D AND REPORTS THAT ONLY MR. J. CARLO CANNELL IS THE REPORTING PERSON WITH RESPECT TO THE SECURITIES REPORTED IN THE PRIOR 13D BECAUSE, AS OF THE DATE OF THE TRANSACTIONS REPORTED IN THE PRIOR 13D, MR. CANNELL POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF THE REPORTED SECURITIES. CONCURRENTLY WITH THE FILING OF THIS AMENDED 13D WITH THE SEC, MR. CANNELL HAS CAUSED A SCHEDULE 13D AND ALL APPLICABLE AMENDMENTS THERETO TO BE FILED WITH THE SEC UNDER THE CENTRAL INDEX KEY FOR MR. CANNELL DISCLOSING THAT MR. CANNELL POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF ALL THE REPORTED SECURITIES IN THE PRIOR 13D. THIS SCHEDULE 13D AMENDMENT NO. 3 (THE "AMENDED 13D") AMENDS AND RESTATES THE SCHEDULE 13D, AS PREVIOUSLY AMENDED, WITH RESPECT TO GLOBAL TELECOM & TECHNOLOGY, INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") BY J. CARLO CANNELL UNDER THE CENTRAL INDEX KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY AMENDED, THE "PRIOR 13D"). THIS AMENDED 13D CORRECTS THE PRIOR 13D AND REPORTS THAT ONLY MR. J. CARLO CANNELL IS THE REPORTING PERSON WITH RESPECT TO THE SECURITIES REPORTED IN THE PRIOR 13D BECAUSE, AS OF THE DATE OF THE TRANSACTIONS REPORTED IN THE PRIOR 13D, MR. CANNELL POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF THE REPORTED SECURITIES. CONCURRENTLY WITH THE FILING OF THIS AMENDED 13D WITH THE SEC, MR. CANNELL HAS CAUSED A SCHEDULE 13D AND ALL APPLICABLE AMENDMENTS THERETO TO BE FILED WITH THE SEC UNDER THE CENTRAL INDEX KEY FOR MR. CANNELL DISCLOSING THAT MR. CANNELL POSSESSED THE SOLE POWER TO VOTE AND THE SOLE POWER TO DIRECT THE DISPOSITION OF ALL THE REPORTED SECURITIES IN THE PRIOR 13D. Item 1. Security and Issuer. ------------------- The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.01 per share (the "Shares"), of MFRI, Inc. (the "Company"), a Delaware corporation. The address of the principal executive offices of the Company is 7720 Lehigh Avenue, Niles, IL 60714. Item 2. Identity and Background. ----------------------- The person filing this report is Cannell Capital, LLC, a limited liability company organized under the laws of the State of Wyoming, whose business address is P.O. Box 3459, 240 E. Deloney Ave., Jackson, WY 83001 (the "Adviser"). The Adviser acts as the investment sub-adviser to Anegada Master Fund Limited, a Cayman Islands limited company ("Anegada"), The Cuttyhunk Fund Limited, a Bermuda corporation ("Cuttyhunk"), and TE Cannell Portfolio Ltd., a Cayman Islands limited company ("TEC"), and is the general partner of and investment sub-adviser to Tonga Partners, L.P., a Delaware limited partnership ("Tonga" and, collectively with Anegada, Cuttyhunk and TEC, the "Funds"). J. Carlo Cannell is the sole managing member of the Adviser. None of the persons referenced in the foregoing paragraph has ever been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is now 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. ------------------------------------------------- All of the funds used in making the purchase of Shares described in Item 5 of this Schedule 13D, as amended, came from the working capital of the Funds. The Funds have invested an aggregate amount of $29,533,472 in the Shares or securities convertible or exercisable into Shares. Item 4. Purpose of Transaction. ---------------------- Mr. J. Carlo Cannell is the sole managing member of the Adviser. Mr. Cannell, through the Adviser and on behalf of the Funds, identified the Company as an entity satisfying each Fund's investment criteria. The Funds acquired and continue to hold the Shares as a long-term investment. The Adviser, acting at the direction of Mr. Cannell and on behalf of the Funds, reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company's board of directors, senior management decisions and extraordinary business transactions. The Adviser, acting at the direction of Mr. Cannell and on behalf of the Funds, reserves the right to take such action as Mr. Cannell may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value. In addition to the actions set forth above, the Adviser, acting at the direction of Mr. Cannell and on behalf of the Funds, may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions. Except as set forth above, the Adviser has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based on information set forth in the Company's Form 8-K as filed with the Securities and Exchange Commission on April 24, 2007, there were 11,608,524 Shares issued and outstanding as of March 16, 2007. As of March 28, 2007 (the "Reporting Date"), Anegada, Cuttyhunk, TEC and Tonga owned in the aggregate (i) 5,782,597 Shares, (ii) 1,402,100 Class W warrants, each exercisable to purchase one Share as of October 16, 2006, and (iii) 821,900 Class Z warrants, each exercisable to purchase one Share as of October 16, 2006. The Adviser acts as the investment sub-adviser to Anegada, Cuttyhunk and TEC, and is the general partner of and investment sub-adviser to Tonga. Mr. J. Carlo Cannell is the sole managing member of Canell Capital LLC. As a result, Mr. Cannell possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell is deemed to beneficially own 8,006,597 Shares, or approximately 57.9% of the Shares deemed issued and outstanding as of the Reporting Date. (a) Not applicable. As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell is deemed to beneficially own 8,006,597 Shares, or approximately 57.9% of the Shares deemed issued and outstanding as of the Reporting Date. (b) Not applicable. Mr. Cannell possesses the sole power to vote and the sole power to direct the disposition of the Shares held by the Funds. (c) Not applicable. The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Cannell or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction): (Purchases) Date Security Quantity Price ---- -------- -------- ----- 03/07/2007 Shares 29,000 $2.02 03/08/2007 Shares 7,500 $1.92 03/12/2007 Shares 13,500 $1.97 03/13/2007 Shares 10,000 $1.92 03/14/2007 Shares 20,000 $1.74 03/28/2007 Shares 34,000 $1.76 (Sales) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ---------------------------------------------------------------------- None Item 7. Material to be Filed as Exhibits. -------------------------------- None. 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. February 5, 2008 Cannell Capital, LLC /s/ J. Carlo Cannell ----------------------------- J.Carlo Cannell Managing Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----