tetnfg_00.htm

-----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, L/LgoKD6iCZBWU1e4H1l3bBbsxSW9c6lGmR7Put6Sd/6PzutwJlqFqY2HrveRROh 8+GQ5mY/7mmI+WHAcWTFxw== 0000807249-09-000212.txt : 20090320 0000807249-09-000212.hdr.sgml : 20090320 20090320121152 ACCESSION NUMBER: 0000807249-09-000212 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090320 DATE AS OF CHANGE: 20090320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Galluccio Nicholas F. CENTRAL INDEX KEY: 0001453881 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O TETON ADVISORS, INC. STREET 2: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Teton Advisors, Inc. CENTRAL INDEX KEY: 0001444874 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 134008049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84564 FILM NUMBER: 09695236 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: (914) 457-1070 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 SC 13D 1 tetnfg_00.htm tetnfg_00.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Teton Advisors, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

88165Y200

(CUSIP Number)

Nicholas F. Galluccio

Teton Advisors, Inc.

One Corporate Center

Rye, New York 10580-1435

(914) 457-1071

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

______________________ March 20, 2009_______________________

(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 that 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 .

CUSIP No. 88165Y 200

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) Nicholas F. Galluccio
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) See Item 3
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization USA
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power 260,849 (Item 5)
		: 8 : : :	Shared voting power NONE
		: 9 : : :	Sole dispositive power 260,849 (Item 5)
		:10 : : :	Shared dispositive power NONE
11	Aggregate amount beneficially owned by each reporting person 260,849 (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 29.39%
14	Type of reporting person (SEE INSTRUCTIONS) IN

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the Class A common stock (the “Class A Common Stock”) of Teton Advisors, Inc., a Delaware corporation (“Teton”). The address of the principal executive offices of Teton is One Corporate Center Rye, New York 10580-1435.

Item 2. Identity and Background

(a) This statement is being filed by Nicholas F. Galluccio (the “Reporting Person”).

(b) The Reporting Person’s business address is One Corporate Center, Rye, New York 10580.

(c) The Reporting Person is the President and Chief Executive Officer of Teton, which has its principal office at One Corporate Center, Rye, New York 10580.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person 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.

(f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

On July 18, 2008, the Reporting Person entered into an employment agreement with Teton whereby the Reporting Person would receive twenty percent (20%) ownership of Teton, on a fully diluted basis, in the form of a restricted stock award of Class A Common Stock on March 20, 2009, the date on which Teton securities were distributed to GAMCO Investors, Inc. shareholders. The Reporting Person may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of the restricted stock, but may vote the restricted stock. The restricted stock award is subject to the vesting set forth in the Reporting Person’s employment agreement and restricted stock award agreement. These agreements provide that thirty percent (30%) of the shares of restricted stock will vest on the third anniversary of the Reporting Person’s employment date, so long as the Reporting Person is employed by or providing services to Teton or its subsidiaries as of such date; and the remaining seventy percent (70%) of the restricted stock will vest on the fifth anniversary of the Reporting Person’s employment date so long as the Reporting Person is employed by or providing services to Teton or its subsidiaries as of such date. In the event that the Reporting Person is terminated for reasons other than cause prior to the third anniversary, the Reporting Person will immediately vest in twenty percent (20%) of the restricted shares in the restricted stock award, and in the event that the Reporting Person is terminated for reasons other than cause subsequent to the third anniversary, the Reporting Person will immediately vest in twenty percent (20%) of the unvested restricted stock.

Item 4. Purpose of Transaction

All shares of Class A Common Stock owned by the Reporting Person were acquired from the grant of a restricted stock award pursuant to an employment agreement that the Reporting Person enetered into with Teton. As a director and the President and Chief Executive Officer of Teton, the Reporting Person regularly exercises management control over Teton. The Reporting Person will continuously assess Teton’s business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for Teton’s securities in particular, other developments and other investment opportunities. Depending on such assessments, the Reporting Person may acquire additional Common Stock or other securities or may determine to sell or otherwise dispose of all or some of his holdings of Common Stock.

Other than as described in this Schedule 13D, the Reporting Person does not have any present plan or proposal which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest In Securities Of The Issuer

(a), (b) The Reporting Person beneficially owns 260,849 shares, or 29.39%, of Class A Common Stock. As of March 10, 2009, there were 887,443 shares of Class A Common Stock outstanding. The Reporting Person has the sole power to vote or direct the vote and no power to dispose or to direct the disposition of the Class A Common Stock.

(c) Except as set forth in Item 3 of this Schedule 13D, within the last 60 days, no other transaction in shares of Class A Common Stock was effected by the Reporting Person.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Class A Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 3. Except as otherwise set forth in this Schedule 13D, the Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to any securities of Teton.

Item 7. Material to be Filed as Exhibits.

(a) Employment Agreement, dated July 18, 2008, between Nicholas F. Galluccio and Teton Advisors, Inc.

(b) Restricted Stock Award, dated March 20, 2009, between Nicholas F. Galluccio and Teton Advisors, Inc.

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.

Dated: March 20, 2009

By: /s/ Nicholas F. Galluccio

Nicholas F. Galluccio

Exhibit A.

EMPLOYMENT AGREEMENT

This Employment Agreement is made as of this 18th day of July, 2008 between Nicholas F. Galluccio (the "Executive") and Teton Advisors, Inc. (the "Company").

The Company desires to employ the Executive and the Executive desires to accept such employment on the terms and conditions set forth herein.

In consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:

1. Employment.

The Company hires and employs the Executive, and the Executive agrees to work for the Company, under the terms and conditions set forth herein. The Executive will begin employment with the Company on the date first set forth above (the "Effective Date").

2. Duties.

2.1 The Executive shall be employed as President and Chief Executive Officer of the Company. As Chief Executive Officer, Executive’s duties shall include, but will be responsible for all duties and services required of a chief executive of an investment manager. The Executive shall be on Board of Directors of the Company (the “Board”).

2.2 The Executive’s principal place of employment shall be located in Rye, New York. If the Executive wishes to relocate, then the new location must be agreed to and approved by the Board.

3. Compensation.

3.1 As compensation for the services rendered hereunder, the Executive will be paid an annual draw of Two Hundred Fifty Thousand Dollars ($250,000), less applicable payroll and withholding tax deductions, payable monthly in equal installments and prorated for the period of actual employment, against his incentive compensation determined in accordance with Section 3.3 below ("Annual Draw").

3.2 For clarification, within each calendar year, if the amount owed to the Executive pursuant to Section 3.3 for any month is less than the installment of his Annual Draw for such month, such difference will be used to offset any other amounts owed to him pursuant to such Section for any other month which exceed the installment of his Annual Draw for such month; provided, however, that after each calendar year -end no debit balance will be carried forward against his Annual Draw or other compensation for the following years.

3.3 In calculating his compensation for the services rendered hereunder, the Executive shall receive incentive compensation, less applicable payroll and withholding tax deductions, payable monthly in equal installments, as follows:

(a) For managing GAMCO Westwood SmallCap Equity Fund (“GWSC”) and any other mutual funds (the “Funds”), the Executive will receive incentive compensation equal to twenty percent (20%) of the Net Revenues (as defined below) received by the Company with respect to the Funds. Net Revenues will be calculated based on the investment advisory fees (and shall exclude any 12b-1 fees) actually received by the Company with respect to the fund net of (i) administration, marketing and related expenses for the fund (which expenses will be charged at thirty basis points (0.30%) of the average net assets of the fund), (ii) any payments made by the Company or its affiliates to no-transaction-fee (NTF) programs with respect to the fund, (iii) any payments or waivers made by the Company to the Funds to reduce expenses and (iv) other incremental expenses related to the operations of the Funds (such as travel and entertainment, additional analyst compensation and benefits, or financial information services). The calculation of Net Revenues will be based upon accounting practices used by the Company in the normal course of its business in its sole discretion.

(b) For attracting new separate accounts to the Company, the Executive will be paid a percentage of the investment advisory fee revenues received by the Company from such business (up to 40% for marketing and portfolio management), in the same manner and at the same standard payment rates in effect from time to time as the Company pays to its other staff for similar services, consistent with applicable laws and regulations, and subject to the discretion of the Board. The Board will decide any issues or disputes concerning the Executive’s receipt of compensation pursuant to this Section.

3.4 For the sales of those share classes of the GAMCO Westwood Funds that carry a 12b-1 fees and other mutual funds which may be managed by the Company from time to time (the “Westwood Funds”), Executive will be compensated at forty percent (40%) of the 12b-1 fees (provided that the Executive holds appropriate securities licenses and registrations with a distributor of the GAMCO Westwood Funds) typically paid to distributors of the Westwood Funds for such accounts.

3.5 As further incentive compensation, the Executive will receive twenty percent (20%) ownership of the Company, on a fully diluted basis, in the form of a restricted stock award of Class A Common Shares (the “Galluccio Shares”) as of the date on which the Company’s securities are distributed to GAMCO Investors, Inc. (“GAMCO”) shareholders. The Executive shall vest in thirty percent (30%) of the Galluccio Shares on the third anniversary of the Effective Date and the balance of the Galluccio Shares on the fifth anniversary of the Effective Date. In the event of a change of control of the Company (as defined below) however, said vesting shall be accelerated and the Executive shall vest in all the Galluccio Shares no later than immediately prior to the change of control being consummated1 . Accelerated vesting shall also occur as provided in Section 4.3 of this Agreement. Additional terms and conditions of the Galluccio Shares will be set forth in a Restricted Stock Award Agreement between the Company and the Executive, as approved by the Board.

3.6 Any and all rights to receive compensation payments, including incentive compensation, shall not survive the term of the Executive's employment except as specifically set forth in Section 4 of this Employment Agreement.

4. Term.

4.1 The term of this Employment Agreement commences on the Effective Date and continues through the date that is five (5) years after the Effective Date (the "Anniversary Date"), unless extended or terminated pursuant to this Section 4.

4.2 This Employment Agreement shall terminate upon the Executive's death. If the Executive fails, due to disability or incapacity, to perform substantially and continuously his material and essential duties hereunder for more than forty-five (45) days out of any twelve-month period, the Company may terminate the Executive's employment on written notice to the extent consistent with applicable law. If the Executive dies or his employment is terminated for disability or incapacity, the Executive or his estate shall be entitled to receive all compensation set forth in Section 3 earned and accrued through the date of his death or such termination. Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder.

4.3 In the event that the Company terminates the Executive's employment on or prior to the Anniversary Date without cause, other than due to disability or incapacity, the Executive shall be entitled to receive through the Anniversary Date, monthly installments of his Annual Draw, if any, as set forth in and payable in accordance with the provisions of Section 3.1 and any and all incentive compensation as set forth in Section 3.3 and 3.4 earned and accrued through the date of termination. The Executive shall also immediately vest in twenty percent (20%) of the Galluccio Shares if the termination (other than for cause) occurs prior to the third anniversary of the Effective Date or twenty percent (20%) of the unvested portion of the Galluccio Shares, if such termination occurs subsequent to the third anniversary of the Effective Date. Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder.

4.4 In the event that the Company terminates the Executive's employment for cause, the Executive shall be entitled to receive his compensation received through the date of such termination. Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder, other than with respect to the Galluccio Shares, if any.

4.5 After the Anniversary Date, unless the Executive and the Company agree in writing to extend the term of this Employment Agreement, the Executive's employment will be "at-will" and either the Executive or the Company may terminate such employment for any reason, and neither party will be required to give cause for termination to the other. If the Company terminates the Executive's employment after the Anniversary Date, with or without Cause, it will pay the Executive his compensation earned and accrued through the date of his termination. Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder.

4.6 If the Executive resigns, the Company shall pay the Executive his compensation earned and accrued through the date of his termination. Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder, other than those with respect to the Galluccio Shares, if any.

4.7 If the Executive resigns on or prior to the Anniversary Date, the Executive shall provide the Company with at least one hundred and eighty (180) days’ notice prior to terminating his employment under this Employment Agreement; provided, however, that the Company in its sole discretion may waive such notice and accept the Executive's resignation on any earlier date. If the Executive resigns after the Anniversary Date, the Executive shall provide the Company with at least forty-five (45) days’ notice prior to terminating his employment under this Employment Agreement.

4.8 As used in this Section 4, "cause" means that the Executive (a) commits or enters a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the business of the Company; (b) in the performance of his duties hereunder or otherwise acts to the material detriment of the Company, engages in (i) willful misconduct, (ii) willful or gross neglect, (iii) fraud, (iv) misappropriation, (v) embezzlement, (vi) theft or (vii) a reportable violation of the securities industry laws, rules or regulations, including the rules and regulations of any self-regulatory organization as to which the Executive was a significant contributor; (c) fails to perform his duties in a manner which constitutes his willful refusal to perform, or gross neglect of, his duties consistent with the directions of the Board or with the policies and practices of the Company, which refusal or neglect remains uncured for a period of thirty (30) days following notice by the Company to the Executive; (d) breaches this Agreement in any material respect, which breach remains uncured (if curable) for a period of thirty (30) days following written notice by the Company to the Executive; or (e) is adjudicated in any civil suit, or acknowledges in writing in any agreement or stipulation, to have committed any theft, embezzlement, fraud, or other intentional act of dishonesty involving any other person.

5. Extent of Service-Restrictive Covenant.

5.1 During the term of this Employment Agreement, except as set forth below, the Executive shall devote substantially all of his business time, skill, labor and attention to the affairs of the Company, shall promptly and faithfully do and perform all services pertaining thereto that are or may hereafter be required of his by the Company and shall not engage in any activities involving a conflict of interest with the business or trade relationships of the Company, other than as a wholly passive investor in publicly traded securities or with the written consent of the Board.

5.2 The Executive recognizes that the business of the Company is international in scope and that the services to be performed hereunder and the methods employed by the Company are such as will place the Executive in close business and personal relationships with the clients and employees of the Company. Therefore, from and after the Effective Date and until the termination hereof, or of his employment with the Company, whichever is earlier, unless acting as an officer or employee of the Company, the Executive shall not, directly or indirectly, for his own benefit or for, with, or through any other person, firm or corporation own, manage, operate, join, control, loan money to or participate in the ownership, management, operation or control of, or be connected with, as owner, partner, joint venturer, director, employee, officer, consultant, broker, agent, stockholder, licenser, licensee, or in any other capacity whatsoever, engage or become interested in, acquiesce in the use of his name in, or have any connection with, any business which is the same as, similar to or competitive with any of the business activities in which the Company or any affiliates thereof are engaged during such period, except as a wholly passive investor in publicly traded securities or with the written consent of the Board.

6. Benefits.

The Executive shall be entitled to participate in all group health and insurance programs and all other fringe benefit or retirement plans which the Company may, in its sole and absolute discretion, elect to make available to its senior executives generally, provided that the Executive meets the qualifications therefore.

7.	Indemnification.

The Company agrees to indemnify the Executive in accordance with the by laws of the Company and any applicable Company Director and Officer insurance policy.

8.	Disclosure of Information.

The Executive shall not, except as required by his employment by the Company, either during the term of employment by the Company or at any time thereafter, publish, disclose or make available to any person, firm, organization or corporation, or utilize any confidential or proprietary information concerning the business or affairs of the Company, its staff, clients, customers or investment company shareholders, which may have been acquired by the Executive in the course of or as an incident to such employment, including but not limited to any client, customer or investment company shareholder list of the Company, whether for the benefit of the Executive, or to the detriment of the Company, its staff, clients, customers or investment company shareholders, or otherwise. As used in this Section 7, "confidential information" shall mean any information except that information which is or comes into the public domain through no fault of the Executive or which the Executive obtains after the termination of his employment by the Company under this Employment Agreement from a third party who has the right to disclose such information. As used in this Section 7, "Company" shall include Teton Advisors, Inc., GAMCO Investors, Inc., Gabelli Funds, LLC, GAMCO Asset Management, Inc., Gabelli Securities, Inc., Gabelli & Company, Inc., Gabelli Fixed Income L.L.C., Darien Associates L.L.C., Gabelli Fixed Income Distributors, Inc., Gabelli Fixed Income, Inc., GGCP, Inc. and their parents, subsidiaries, affiliates, divisions and successors.

9.	Protection of the Company's Business.

While in the employ of the Company and after the Executive leaves the employ of the Company for any reason, the Executive agrees that he is prohibited from knowingly soliciting any client, customer, investment company shareholder, account, employee or representative of the Company to become a client, customer, investment company shareholder, account, employee or representative of any other person, firm, corporation or entity, with respect to any services or products directly competitive with any services or products offered, sold, delivered or provided by the Company. This restriction shall be in effect during the Executive's employment and for two years subsequent to the Executive's termination of employment with the Company.

1 For purposes of this Section, Change of Control shall be deemed to have occurred in the event that the Board of Directors of the Company in its sole discretion determines that a change in control has occurred for the purposes of the restricted stock plan.