CUSIP No. 469249106
|
|||||
1.
|
Names of Reporting Persons.
CapGen Capital Group IV LP
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO
|
||||
5.
|
Check if Disclosure of Legal Proceedings 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
1,334,208
|
|||
8.
|
Shared Voting Power
0
|
||||
9.
|
Sole Dispositive Power
1,334,208
|
||||
10.
|
Shared Dispositive Power
0
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,208
|
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
42.0%*
|
||||
14.
|
Type of Reporting Person (See Instructions)
PN
|
*
|
The calculation of the percentage of outstanding shares is based on 3,180,300 shares of Common Stock (as defined herein) outstanding as of July 31, 2014 (which reflects the 1-for-20 reverse split of the outstanding shares of Common Stock that occurred on October 24, 2013), as disclosed by the Issuer (as defined herein) in its Quarterly Report on Form 10-Q for the period ended June 30, 2014.
|
CUSIP No. 469249106
|
|||||
1.
|
Names of Reporting Persons.
CapGen Capital Group IV LLC
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO
|
||||
5.
|
Check if Disclosure of Legal Proceedings 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
1,334,208
|
|||
8.
|
Shared Voting Power
0
|
||||
9.
|
Sole Dispositive Power
1,334,208
|
||||
10.
|
Shared Dispositive Power
0
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,208
|
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
42.0%*
|
||||
14.
|
Type of Reporting Person (See Instructions)
OO
|
*
|
The calculation of the percentage of outstanding shares is based on 3,180,300 shares of Common Stock outstanding as of July 31, 2014 (which reflects the 1-for-20 reverse split of the outstanding shares of Common Stock that occurred on October 24, 2013), as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2014.
|
CUSIP No. 469249106
|
|||||
1.
|
Names of Reporting Persons.
Eugene A. Ludwig
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO
|
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|||
8.
|
Shared Voting Power
1,334,208
|
||||
9.
|
Sole Dispositive Power
0
|
||||
10.
|
Shared Dispositive Power
1,334,208
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,208
|
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
42.0%*
|
||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
*
|
The calculation of the percentage of outstanding shares is based on 3,180,300 shares of Common Stock outstanding as of July 31, 2014 (which reflects the 1-for-20 reverse split of the outstanding shares of Common Stock that occurred on October 24, 2013), as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2014.
|
CUSIP No. 469249106
|
|||||
1.
|
Names of Reporting Persons.
Robert B. Goldstein
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|||
8.
|
Shared Voting Power
875(1)
|
||||
9.
|
Sole Dispositive Power
0
|
||||
10.
|
Shared Dispositive Power
875(1)
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
875(1)
|
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
(2)*
|
||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
*
|
The calculation of the percentage of outstanding shares is based on 3,180,300 shares of Common Stock outstanding as of July 31, 2014 (which reflects the 1-for-20 reverse split of the outstanding shares of Common Stock that occurred on October 24, 2013), as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2014.
|
(1)
|
Robert B. Goldstein and his spouse, Candy K. Goldstein share voting and dispositive power of these shares.
|
(2)
|
Less than 1%
|
CUSIP No. 469249106
|
|||||
1.
|
Names of Reporting Persons.
John W. Rose
|
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|||
8.
|
Shared Voting Power
4,035(1)
|
||||
9.
|
Sole Dispositive Power
0
|
||||
10.
|
Shared Dispositive Power
4,035(1)
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,035(1)
|
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
(2)*
|
||||
14.
|
Type of Reporting Person (See Instructions)
IN
|
*
|
The calculation of the percentage of outstanding shares is based on 3,180,300 shares of Common Stock outstanding as of July 31, 2014 (which reflects the 1-for-20 reverse split of the outstanding shares of Common Stock that occurred on October 24, 2013), as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2014.
|
(1)
|
John W. Rose and his spouse Cheryl H. Rose share voting and dispositive power of these shares.
|
(2)
|
Less than 1%
|
Item 2.
|
Item 4.
|
Purpose of Transaction
|
Reporting Person
|
Amount Beneficially Owned
|
Percent of Class
|
Sole Power to Vote or Direct the Vote
|
Shared Power to Vote or Direct the Vote
|
Sole Power to Dispose or to Direct the
Disposition
|
Shared Power to Dispose or to
Direct the Disposition
|
CapGen Capital Group IV LP
|
1,334,208
|
42.0%
|
1,334,208
|
0
|
1,334,208
|
0
|
CapGen Capital Group IV LLC
|
1,334,208
|
42.0%
|
1,334,208
|
0
|
1,334,208
|
0
|
Eugene A. Ludwig
|
1,334,208
|
42.0%
|
0
|
1,334,208
|
0
|
1,334,208
|
Robert B. Goldstein
|
875
|
(1)
|
0
|
875
|
0
|
875
|
John W. Rose
|
4,035
|
(1)
|
0
|
4,035
|
0
|
4,035
|
|
* The calculation of the percentage of outstanding shares is based on 3,180,300 shares of Common Stock outstanding as of July 31, 2014 (which reflects the 1-for-20 reverse split of the outstanding shares of Common Stock that occurred on October 24, 2013), as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2014.
|
|
(1) Less than 1%
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 19
|
Joint Filing Agreement, dated November 5, 2014, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein, Eugene A. Ludwig and John W. Rose.
|
CAPGEN CAPITAL GROUP IV LP
|
||||
By:
|
CAPGEN CAPITAL GROUP IV LLC,
|
|||
its general partner
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
Title:
|
Managing Member
|
|||
CAPGEN CAPITAL GROUP IV LLC
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
Title:
|
Managing Member
|
|||
EUGENE A. LUDWIG
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
ROBERT B. GOLDSTEIN
|
||||
By:
|
/s/ Robert B. Goldstein
|
|||
Name:
|
Robert B. Goldstein
|
|||
|
||||
JOHN W. ROSE
|
||||
By:
|
/s/ John W. Rose
|
|||
Name:
|
John W. Rose
|
Exhibit
|
Title |
Exhibit 19
|
Joint Filing Agreement, dated November 5, 2014, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein, Eugene A. Ludwig and John W. Rose.
|
CAPGEN CAPITAL GROUP IV LP
|
||||
By:
|
CAPGEN CAPITAL GROUP IV LLC,
|
|||
its general partner
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
Title:
|
Managing Member
|
|||
CAPGEN CAPITAL GROUP IV LLC
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
Title:
|
Managing Member
|
|||
EUGENE A. LUDWIG
|
||||
By:
|
/s/ Eugene A. Ludwig
|
|||
Name:
|
Eugene A. Ludwig
|
|||
ROBERT B. GOLDSTEIN
|
||||
By:
|
/s/ Robert B. Goldstein
|
|||
Name:
|
Robert B. Goldstein
|
|||
|
||||
JOHN W. ROSE
|
||||
By:
|
/s/ John W. Rose
|
|||
Name:
|
John W. Rose
|