UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SELWAY CAPITAL ACQUISITION CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
81661A404
(CUSIP Number)
Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4159
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 2011
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
£ Rule 13d-1 (b)
£ Rule 13d-1 (c)
S Rule 13d-1 (d)
* 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. 8166A404 |
Page 2 of 24 |
1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) SELWAY CAPITAL HOLDINGS LLC |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization DELAWARE |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) oO |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 3 of 24 |
1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) SELWAY CAPITAL LLC |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization DELAWARE |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) OO |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 4 of 24 |
1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) YARON EITAN |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization United States of America |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) IN |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 5 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Edmundo gonzalez |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization United states of america |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11 |
Percent of Class Represented by Amount in Row (11) 20.0%(1)(2) |
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12 |
Type of Reporting Person (See Instructions) IN |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 6 of 24 |
1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) CN-SCH, LLC |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization DELAWARE |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) OO |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 7 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) BOUNTY INVESTMENTS, LLC |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization DELAWARE |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) OO |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 8 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) SANTA MARIA OVERSEAS LTD. |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization BAHAMAS |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) OO |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 9 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) MAYFLOWER TRUST |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization Cayman islands |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) OO |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 10 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Tz columbus services limited |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization british virgin islands |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) OO |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 11 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) ANDREW INTRATER |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization UNITED STATES OF AMERICA |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) IN |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 12 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) JARRET FASS |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization UNITED STATES OF AMERICA |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
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10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) IN |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 13 of 24 |
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NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) DORON COHEN |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
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4 |
Citizenship or Place of Organization ISRAEL |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
|||
10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
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12 |
Type of Reporting Person (See Instructions) IN |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 14 of 24 |
1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) YAIR SHAMIR |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) þ (b) £ | ||
3 |
SEC Use Only
|
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4 |
Citizenship or Place of Organization ISRAEL |
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5 |
Sole Voting Power 0 | |||
Number of Shares Beneficially Owned by Each reporting Person With: |
6 |
Shared Voting Power 500,000 (1) | ||
7 |
Sole Dispositive Power 0 | |||
8 |
Shared Dispositive Power 500,000 (1) | |||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (1) |
|||
10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
11 |
Percent of Class Represented by Amount in Row (11) 20.0% (1)(2) |
|||
12 |
Type of Reporting Person (See Instructions) IN |
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(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(2) Based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012.
CUSIP No. 8166A404 |
Page 15 of 24 |
Item 1.
(a) Name of Issuer: Selway Capital Acquisition Corporation (the “Issuer”),
(b) Address of Issuer’s Principal Executive Offices: 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631.
Item 2.
(a), (b) and (c): Name of Persons Filing, Address of Principal Business Office and Citizenship:
This statement is filed on behalf of (i) Selway Capital Holdings LLC (“SCH”), (ii) Selway Capital LLC (“Selway Capital”), (iii) Yaron Eitan, (iv) Edmundo Gonzalez, (v) CN-SCH, LLC (“CN-SCH”), (vi) Bounty Investments, LLC (“Bounty”), (vii) Santa Maria Overseas Ltd. (“Santa Maria”), (viii) Mayflower Trust (“Mayflower”) and (ix) TZ Columbus Services Limited (“TZ”), (x) Andrew Intrater, (xi) Jarret Fass, (xii) Doron Cohen and (xiii) Yair Shamir (SCH, Selway Capital, CN-SCH, Bounty, Mayflower, Santa Maria, TZ, and Messrs. Eitan, Gonzalez, Intrater, Fass, Cohen and Shamir, together, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
SCH, a Delaware limited liability company, has a principal place of business located at at 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631. Messrs. Eitan and Mr. Intrater are the managers of SCH.
Selway Capital, a Delaware limited liability company, whose business address is 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631, is one of two members of SCH. Messrs. Eitan and Gonzalez are the managing members of Selway Capital.
CN-SCH, a Delaware limited liability company, is one of two members of SCH. Bounty, a Delaware limited liability company, owns 100% of CN-SCH. Mr. Intrater is the Chief Executive Officer of each of Bounty and CN-SCH. Santa Maria, a Bahamanian company, owns 80% of the equity interests of Bounty. Mayflower, a Cayman Islands trust, owns 100% of the equity interests of Santa Maria. TZ, a British Virgin Islands corporation, is the trustee of Mayflower Trust. The business address of each of CN-SH, Bounty, Santa Maria, Mayflower and TZ is 900 Third Avenue, 19th Floor, New York, NY 10022.
Messrs. Eitan, Gonzalez, Fass, Cohen, Shamir and Intrater, who are the Issuer’s founders, hold the following positions with the Issuer and have the following business addresses:
Name | Position | Business Address |
Yaron Eitan | President, Chief Executive Officer, Director | 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631 |
Edmundo Gonzalez | Chief Financial Officer, Director | 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631 |
Jarret Fass | Vice President | 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631 |
Yair Shamir | Chairman | 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631 |
Doron Cohen | Director | 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631 |
Andrew Intrater | Director | 900 Third Avenue, 19th Floor, New York, NY 10022 |
CUSIP No. 8166A404 |
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Messrs. Eitan, Gonzalez, Fass and Intrater are U.S. citizens. Messrs. Cohen and Shamir are Israeli citizens.
(d) Title of Class of Securities: Shares of Series C Common Stock, par value $0.0001 per share.
(e) CUSIP Number: 81661A404
Item 3.
Not Applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 500,000 (1)
(b) Percent of class: 20.0%. The percentage is calculated based on 2,500,000 shares of common stock issued and outstanding as of December 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q/A, dated January 19, 2012. Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 500,000 (1)
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 500,000 (1)
On February 23, 2011, SCH acquired 575,000 shares of Series C Common Stock for an aggregate purchase price of $25,000, in connection with the formation of the Issuer, including 75,000 shares that were redeemed by the Issuer on December 20, 2011 (the “Founder Shares”).
Immediately after the consummation of the Issuer’s initial public offering on November 14, 2011, the Founder Shares (not including 75,000 shares that were redeemed by the Issuer on December 20, 2011), represented 20.0% beneficial ownership, based upon 2,500,000 shares outstanding upon consummation of the initial public offering.
Selway Capital and CN-SCH are the members of SCH. Each of Messrs. Eitan, Gonzalez, Fass, Cohen, Shamir, Selway Capital LLC, CN-SCH, and, by way of their affiliation with CN-SCH, Mr. Intrater, Bounty, Santa Maria, Mayflower and TZ, may be deemed to share voting and dispositive power over the Founder Shares; however, each such person disclaims beneficial ownership of the Founder Shares extent to the extent of such person’s pecuniary interest in them.
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Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
The disclosure set forth in Item 4, above, is incorporated herein by reference.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
The identities of each member of the group for which this Schedule 13G is being filed is provided in Exhibit 2 attached hereto.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Item 10. | Certification. |
Not Applicable.
Notes
(1) Does not include 2,333,333 shares issuable upon exercise of 2,333,333 common stock purchase warrants owned by the reporting person. Each warrant is exercisable for one share of common stock of the Issuer at an exercise price of $7.50 per share commencing on the later of (i) November 7, 2012 and (ii) the consolidation of each series of the Issuer’s common stock into one class of common stock after consummation of an acquisition transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, and will expire on the earlier of (i) November 7, 2016 or (ii) the Issuer's dissolution if it has not completed an acquisition transaction within the required time periods.
CUSIP No. 8166A404 |
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SIGNATURES
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, 2012 | SELWAY CAPITAL HOLDINGS LLC | |
By: | /s/ Yaron Eitan | |
Name: Yaron Eitan Title: Board Manager |
Date: February 14, 2012 | SELWAY CAPITAL LLC | |
By: | /s/ Yaron Eitan | |
Name: Yaron Eitan Title: Managing Member |
Date: February 14, 2012 | CN-SCH, LLC | |
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Managing Member |
Date: February 14, 2012 | BOUNTY INVESTMENTS, LLC | |
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Chief Executive Officer |
Date: February 14, 2012 | SANTA MARIA OVERSEAS LTD. | |
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Attorney-in-Fact* |
Date: February 14, 2012 | MAYFLOWER TRUST | |
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Attorney-in-Fact* |
CUSIP No. 8166A404 |
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Date: February 14, 2012 | TZ COLUMBUS SERVICES LTD. | |
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Attorney-in-Fact* |
Date: February 14, 2012 | By: | /s/ Yaron Eitan |
Name:Yaron Eitan |
Date: February 14, 2012 | By: | /s/ Edmundo Gonzalez |
Name: Edmundo Gonzalez |
Date: February 14, 2012 | By: | /s/ Jarret Fass |
Name: Jarret Fass |
Date: February 14, 2012 | By: | /s/ Doron Cohen |
Name: Doron Cohen |
Date: February 14, 2012 | By: | /s/ Yair Shamir |
Name: Yair Shamir |
Date: February 14, 2012 | By: | /s/ Andrew Intrater |
Name: Andrew Intrater |
*A copy of the powers of attorney granting Mr. Intrater the authority to sign this Schedule 13G on behalf of Santa Maria Overseas Ltd., Mayflower Trust, and TZ Columbus Services Ltd. is filed as Exhibit 3 attached hereto.
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Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Dated: February 14, 2012
SELWAY CAPITAL HOLDINGS LLC | ||
By: | /s/ Yaron Eitan | |
Name: Yaron Eitan Title: Board Manager |
SELWAY CAPITAL LLC | ||
By: | /s/ Yaron Eitan | |
Name: Yaron Eitan Title: Managing Member |
CN-SCH, LLC | ||
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Managing Member |
BOUNTY INVESTMENTS, LLC | ||
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Chief Executive Officer |
SANTA MARIA OVERSEAS LTD. | ||
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Attorney-in-Fact* |
MAYFLOWER TRUST | ||
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Attorney-in-Fact* |
TZ COLUMBUS SERVICES LTD. | ||
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater Title: Attorney-in-Fact* |
*A copy of the powers of attorney granting Mr. Intrater the authority to sign this Schedule 13G on behalf of Santa Maria Overseas Ltd., Mayflower Trust, and TZ Columbus Services Ltd. is filed as Exhibit 3 attached hereto.
CUSIP No. 8166A404 |
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By: | /s/ Yaron Eitan | |
Name:Yaron Eitan |
By: | /s/ Edmundo Gonzalez | |
Name: Edmundo Gonzalez |
By: | /s/ Jarret Fass | |
Name: Jarret Fass |
By: | /s/ Doron Cohen | |
Name: Doron Cohen |
By: | /s/ Yair Shamir | |
Name: Yair Shamir |
By: | /s/ Andrew Intrater | |
Name: Andrew Intrater |
CUSIP No. 8166A404 |
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Exhibit 2
Identification of Members of Group
A. | Name: | Selway Capital Holdings LLC |
Business Address: | 79 Grand Avenue, 2nd Floor, Englewood, NJ 07631 | |
Place of Organization: | Delaware | |
B. | Name: | Selway Capital LLC |
Business Address: | 79 Grand Avenue, 2nd Floor, Englewood, NJ 07631 | |
Place of Organization: | Delaware | |
C. | Name: | Yaron Eitan |
Business Address: |
c/o Selway Capital Acquisition Corp. 79 Grand Avenue, 2nd Floor, Englewood, NJ 07631 | |
Citizenship: | United States of America | |
D. | Name: | Edmundo Gonzalez |
Business Address: |
c/o Selway Capital Acquisition Corp. 79 Grand Avenue, 2nd Floor, Englewood, NJ 07631 | |
Citizenship: | United States of America | |
E. | Name: | CN-SCH LLC |
Business Address: | 900 Third Avenue, 19th Floor, New York, NY 10022 | |
Place of Organization: | Delaware | |
F. | Name: | Bounty Investments, LLC |
Business Address: | 900 Third Avenue, 19th Floor, New York, NY 10022 | |
Place of Organization: | Delaware | |
G. | Name: | Santa Maria Overseas Ltd. |
Business Address: | 900 Third Avenue, 19th Floor, New York, NY 10022 | |
Place of Organization: | Bahamas | |
H. | Name: | Mayflower Trust |
Business Address: | 900 Third Avenue, 19th Floor, New York, NY 10022 | |
Place of Organization: | Cayman Islands | |
I. | Name: | TZ Columbus Services Limited |
Business Address: | 900 Third Avenue, 19th Floor, New York, NY 10022 | |
Place of Organization: | British Virgin Islands | |
J. | Name: | Andrew Intrater |
Business Address: | 900 Third Avenue, 19th Floor, New York, NY 10022 | |
Citizenship: | United States of America | |
K. | Name: | Jarret Fass |
Business Address: |
c/o Selway Capital Acquisition Corp. 79 Grand Avenue, 2nd Floor, Englewood, NJ 07631 | |
Citizenship: | United States of America | |
L. | Name: | Doron Cohen |
Business Address: |
c/o Selway Capital Acquisition Corp. 79 Grand Avenue, 2nd Floor, Englewood, NJ 07631 | |
Citizenship: | Israel |
CUSIP No. 8166A404 |
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M. | Name: | Yair Shamir |
Business Address: |
c/o Selway Capital Acquisition Corp. 79 Grand Avenue, 2nd Floor, Englewood, NJ 07631 | |
Citizenship: | Israel |
CUSIP No. 8166A404 |
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Exhibit 3
Powers of Attorney
POWER OF ATTORNEY
BY THIS POWER OF ATTORNEY made on the 14th day of February, 2012
SANTA MARIA OVERSEAS LTD.
A company duly incorporated under the laws of the Bahamas, having its Registered Office in Nassau, the capital of the Bahamas (hereinafter called the "Company") HEREBY APPOINTS:
MR. ANDREW INTRATER
of NEW YORK, NEW YORK
(hereinafter called the "Attorney"),
to be the Attorney of the Company. And, by virtue of his appointment as Attorney of the Company, the Attorney is hereby authorized
to act without limitation on behalf of and in the name of the Company and as the act and deed of the Company or otherwise. The
Attorney is also authorized to sign the account opening forms for a new bank account in the name of the Company.
And the Company
hereby agrees to ratify and confirm whatever its Attorney shall lawfully do or cause to be done in the premises or by virtue of
this Power of Attorney and the Company declares, that this Power of Attorney hereby created shall be valid until December 31,
2012.
February 14, 2012
I, Michael C.E. Turner, Notary Public, Oakbridge House, 6 West Hill Street, Nassau, Bahamas hereby certify that the above are the true signatures of Marco Montanan and Lashawn Bethell, signed before me.
Michael C.E.Turner, Notary Public
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