CUSIP No. 00817R03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4)*

Under the Securities Exchange Act of 1934

AETRIUM INCORPORATED

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00817R03

(CUSIP Number)

Concerned Aetrium Shareholders

c/o Jeffrey E. Eberwein

4 Lockwood Avenue

Old Greenwich, Connecticut 06870

(917) 576-9420

Frederic Dorwart

Frederic Dorwart, Lawyers

124 East Fourth Street

Tulsa, Oklahoma 74103

(918) 583-9922

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 28, 2012

(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. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

1	NAMES OF REPORTING PERSONS
	Jeffrey Eberwein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
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)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			605,887
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			605,887
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	605,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.62%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1

1	NAMES OF REPORTING PERSONS
	Archer Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			1,080,121
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,080,121
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,080,121
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.02%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

2

1	NAMES OF REPORTING PERSONS
	Archer Focus Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			416,366
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			416,366
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	416,366
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.86%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

3

1	NAMES OF REPORTING PERSONS
	Archer Equity Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			663,755
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			663,755
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	663,755
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.16%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

4

1	NAMES OF REPORTING PERSONS
	Steven Markusen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   [X]
	(b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			1,080,121
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,080,121
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,080,121
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.02%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

5

1	NAMES OF REPORTING PERSONS
	GLOBALTEL HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		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%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

6

1	NAMES OF REPORTING PERSONS
	Dilip Singh
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		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%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

7

1	NAMES OF REPORTING PERSONS
	Richard K. Coleman, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			50,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			50,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.46%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

8

1	NAMES OF REPORTING PERSONS
	Galen Vetter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			84,402
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			84,402
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	84,402
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.78%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

9

1	NAMES OF REPORTING PERSONS
	Alfred John Knapp, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			50,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			50,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.46%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

10

1	NAMES OF REPORTING PERSONS
	Andover Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			50,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			50,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.46%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

11

1	NAMES OF REPORTING PERSONS
	Boston Avenue Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Oklahoma
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		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%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

12

1	NAMES OF REPORTING PERSONS
	Charles M Gillman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		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%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

13

1	NAMES OF REPORTING PERSONS
	James F. Adelson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		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%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

14

1	NAMES OF REPORTING PERSONS
	Stephen J. Heyman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    [X]
	(b)    [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		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%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

15

Item 1.                      Security and Issuer

Item 1 is hereby amended by deleting Item 1 of Amendment No. 3 in its entirety and replacing it with the following:

The Schedule 13D filed with the Securities and Exchange Commission on August 14, 2012 (the “Initial 13D”) by the Reporting Persons (defined below) with respect to the common stock, $0.001 par value per share (the “Common Stock”), of Aetrium Incorporated (the “Issuer” or the “Company”), and amended on August 29, 2012 (“Amendment No. 1”), September 20, 2012 (“Amendment No. 2”) and October 2, 2012 (“Amendment No. 3”) is hereby amended by this Amendment No. 4 to furnish additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.  The principal executive office address of the Issuer is 2350 Helen Street, North St. Paul, Minnesota 55109.

Item 4.                      Purpose of Transaction

Item 4 is hereby amended by deleting Item 4 of Amendment No. 3 in its entirety and replacing it with the following:

The Reporting Persons, who have, as of August 9, 2012, formed a group known as Concerned Aetrium Shareholders (“CAS”), purchased Shares based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other means, the purchase and sale of shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The purposes of the acquisitions of the Common Stock were investment. The acquisitions of the Common Stock were made in the ordinary course of business.

As previously disclosed, the Reporting Persons have had discussions regarding plans to improve the performance of the Company.  On July 11, 2012 Mr. Vetter met with Joseph Levesque, Chief Executive Officer of the Company and Douglas Hemer, Chief Administrative Officer and member of the board of directors and discussed concerns regarding the company’s performance.  On August 21, 2012 Messrs. Eberwein, Vetter and Coleman had a meeting by telephone with Messrs. Levesque and Hemer and Mr. Paul Askegaard, Treasurer of the Company.  They discussed the Reporting Persons intention to seek to join the board of directors, study the business and take other, yet to be determined, actions to maximize shareholder value.  Messrs. Eberwein, Vetter and Coleman additionally expressed their desire to meet with each member of the Issuer’s board of directors individually.  By subsequent email exchanges on August 24, 2012 and August 28, 2012, between Mr. Eberwin and Mr. Hemer, the parties failed to reach agreement on a structure for the Reporting persons to join the board of directors. By letter of August 28, 2012 the Reporting Persons requested that the Company call a special meeting of shareholders at the Saint Paul Hotel, 350 Market Street, Saint Paul, Minnesota 55102 on October 26, 2012 at 11:00am Eastern Time.  The letter stated that the purpose of the special meeting is to remove the existing members of the Company’s board of directors pursuant to Article 3 Section II of the Company’s bylaws and to elect Messrs. Eberwein, Singh, Coleman, Vetter, Knapp and Gillman to the Company’s board of directors.

As previously disclosed, on September 10, 2012 Messrs. Eberwein, Coleman and Vetter met with the executive officers and board of directors of the Issuer.  They discussed the Reporting Persons intention to seek to join the board of directors and the Issuer’s current state of business.  Subsequent to this meeting, Messrs. Eberwein, Singh, Coleman, Vetter, Knapp and Gillman agreed to and did provide additional information regarding their qualifications to the current board of directors.  By letter to the Issuer’s counsel dated September 12, 2012, the Reporting Persons reiterated their request that the Company call a special meeting of shareholders.  The Reporting Persons continue to seek to engage the Issuer’s board of directors in discussions concerning corporate strategy, on-going business operations, potential asset sales, membership of the board of directors, and company management, among other topics.

16

After CAS provided the Company with the additional requested information, the Company offered CAS one board seat.  By email to the Company of September 25, 2012, CAS declined to accept the offered board seat and countered with a proposal to reconstitute the Company’s board of directors by creating a 50/50 mix between CAS and the incumbent board of directors.  By email to Mr. Eberwein dated September 26, 2012 and by press release also dated September 26, 2012, the Company rejected the CAS proposal and, as previously requested by CAS, called a special meeting of shareholders to be held on November 26, 2012.  By press release dated September 27, 2012, CAS welcomed the Company’s call of the special meeting and reiterated its proposal to create a 50/50 mix between CAS nominees and the incumbent board of directors, or, as a second preference, to replace all incumbent members of the board with CAS nominees.  In its September 27, 2012 press release, CAS additionally called on the Company’s board of directors to (a) refrain from taking any action that negatively impacts the Company’s corporate governance or is otherwise adverse to shareholders’ interests, including, without limitation, implementing or changing the Company’s poison pill, altering the structure of the board, delaying the special meeting of shareholders or adopting other anti-takeover or defensive measures and (b) not make any asset sales or acquisitions or take any other significant corporate actions until after the special meeting.  By letter of September 28, 2012, CAS demanded the right to inspect the books and records of the Issuer and that the Issuer provide CAS with a complete listing of its shareholders.  Such letter indicated that CAS intends to, in the future, solicit proxies in favor of electing Messrs. Eberwein, Singh, Coleman, Vetter, Knapp and Gillman to the Company’s board of directors at the special meeting to be held on November 26, 2012.

Consistent with their investment purpose, the Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer, one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to the Issuer’s operations and the foregoing current plans of the Reporting Persons. The Reporting Persons may discuss ideas that, if effected may result in a change of the current plans and in the acquisition by persons of additional Common Stock of the Issuer, the disposition of Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer and/or other changes in the board of directors of the Issuer, its operations or its corporate structure.

No Reporting Person has any present plan or proposal which would relate to, or could result in, any of the matters referred to in subparagraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, except as set forth herein or such as would occur upon or in connection with the completion of, or following, any of the actions discussed herein. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

This Schedule 13D is not a solicitation of any action by stockholders of the Issuer. If a proxy statement is completed and filed, stockholders are advised to read the proxy statement when it becomes available because it will contain important information, and stockholders should rely on such proxy statement and not on this Schedule 13D. The proxy statement, if filed, will be available for free at the SEC’s website at http://www.sec.gov.

Item 7.                      Material to be Filed as Exhibits

Exhibit 99.1                      Joint Filing Agreement filed with the Initial 13D on August 14, 2012 and incorporated by reference herein.

17

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 9,  2012
/s/ Galen Vetter	/s/ Jeffrey Eberwein
GALEN VETTER	JEFFREY EBERWEIN
GLOBALTEL HOLDINGS LLC	ARCHER ADVISORS, LLC
/s/ Dilip Singh	/s/ Steven Markusen
Manager	Managing Member
/s/ Dilip Singh	/s/ Steven Markusen
DILIP SINGH	STEVE MARKUSEN
/s/ Richard K. Coleman Jr.	BOSTON AVENUE CAPITAL LLC
RICHARD K. COLEMAN JR.
	/s/ Stephen J. Heyman
ANDOVER GROUP, INC.	Manager
/s/ A. John Knapp Jr.	BOSTON AVENUE CAPITAL LLC
President
	/s/ James F. Adelson
/s/ A. John Knapp Jr.	Manager
ALFRED JOHN KNAPP Jr.
	/s/ Stephen J. Heyman
	STEPHEN J. HEYMAN
	/s/ James F. Adelson
	JAMES F. ADELSON
	/s/ Charles M. Gillman
	CHARLES M. GILLMAN

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