-----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, Md7GlGzM9m4wjUMAX+5dYhj/iwxVnPEa1MGj5i73z3FjQ8YzWED5vj13CmD2rAtc j6gfc8F3qKPgQAEM5eGjmg== 0000950133-05-002678.txt : 20050615 0000950133-05-002678.hdr.sgml : 20050614 20050615155115 ACCESSION NUMBER: 0000950133-05-002678 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 GROUP MEMBERS: MILTON C. AULT, III GROUP MEMBERS: PATIENT SAFETY TECHNOLOGIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUXIS CORP CENTRAL INDEX KEY: 0000736952 IRS NUMBER: 133196171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58553 FILM NUMBER: 05897569 BUSINESS ADDRESS: STREET 1: 11 HANOVER SQ CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127850900 MAIL ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19961023 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL SECURITIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AULT GLAZER & CO INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001212504 IRS NUMBER: 954696208 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3107521442 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: GLAZER AULT & CO INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20021231 SC 13D/A 1 w09994sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Tuxis Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

901 14 4 105
(CUSIP Number)

Lynne Silverstein
Ault Glazer & Company Investment Mangement, LLC
100 Wilshire Boulevard, Suite 1500, Santa Monica, CA 90401
(310) 752-1416
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 13, 2005
(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. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

             
CUSIP No. 901 14 4 105
  1. Name of Reporting Person:
Ault Glazer Bodnar & Company Investment Management LLC		 I.R.S. Identification Nos. of above persons (entities only):
95-4696208
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  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:
0
8. Shared Voting Power:
138,500
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
138,500
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
138,500
  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): Approximately 14.1% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)
  14.Type of Reporting Person (See Instructions):
IA/HC

 

 

             
CUSIP No. 901 14 4 105
  1. Name of Reporting Person:
Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation)		 I.R.S. Identification Nos. of above persons (entities only):
13-3419202
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  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): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
138,500
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
138,500
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
138,500
  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): Approximately 14.1% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)
  14.Type of Reporting Person (See Instructions):
CO

 

 

             
CUSIP No. 901 14 4 105
  1. Name of Reporting Person:
Milton C. Ault, III		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO and 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:
USA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
138,500
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
138,500
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
138,500
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
þ
  13.Percent of Class Represented by Amount in Row (11): Approximately 14.1% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)
  14.Type of Reporting Person (See Instructions):
IN

 

 

Ault Glazer Bodnar & Company Investment Management LLC, a Delaware limited liability company (“Adviser”), Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation), a Delaware corporation (“PST”), and Milton C. Ault, III (“Ault”), pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), hereby file this amended Schedule 13D (the “Statement”) with the Securities and Exchange Commission. The Adviser, PST, and Ault are collectively referred to herein as the “Reporting Persons”.

Item 1. Security and Issuer

This Statement relates to the Common Stock, $0.01 par value (the “Common Stock”), issued by Tuxis Corporation (“Tuxis”), a Maryland corporation. The principal executive offices of Tuxis are located at 11 Hanover Square, New York, NY 10005.

Item 2. Identity and Background

The Reporting Persons are as follows:

Name: Ault Glazer Bodnar & Company Investment Management LLC
Place of Organization: Delaware
Principal Business: Investment Adviser
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None

Name: Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation)
Place of Organization: Delaware
Principal Business: Investment Company
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None

Name: Milton C. Ault, III
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Citizenship: United States

Pursuant to Rule 13d-3 of the 1934 Act, Adviser may be deemed to beneficial own approximately 66,100 shares of Tuxis Common Stock held by certain individually managed accounts and private investment funds (the “Advisory Clients”) over which Adviser holds discretionary voting and investment authority. Adviser disclaims beneficial ownership of all shares of Tuxis Common Stock held on behalf of such Advisory Clients.

PST directly holds approximately 72,400 shares of Tuxis Common Stock.

Ault is the Chief Investment Officer and managing member of Adviser, and the Chairman and Chief Executive Officer of PST. As a result, pursuant to Rule 13d-3 of the 1934 Act, Ault may be deemed to beneficially own the shares of Tuxis Common Stock beneficially owned by both the Adviser and PST as a result of the executive positions he holds with both entities. Mr. Ault disclaims beneficial ownership over all shares of Tuxis Common Stock imputed to him by virtue of his respective positions with the Adviser and PST.

Based upon Ault’s positions with both the Adviser and PST, and pursuant to Rule 13d-5(b) of the 1934 Act, each of Ault, the Adviser and PST may be deemed to be acting as a group for the purpose of acquiring, holding, voting or disposing of shares of Tuxis Common Stock. As a result, each Reporting Person may individually be deemed to beneficially own the aggregate number of shares of Tuxis Common Stock

 

 

collectively held by all of the Reporting Persons. Each of Ault, the Adviser and PST disclaim beneficial ownership of all shares of Tuxis Common Stock imputed to them by virtue of their designation as members of a group under Rule 13d-5(b) of the 1934 Act.

Item 3. Source and amount of Funds or other Consideration

The aggregate amount of funds used by Adviser to purchase shares of Tuxis Common Stock was approximately $538,272.46. Such amount was derived from the Advisory Clients.

The aggregate amount of funds used by PST to purchase shares of Tuxis Common Stock was approximately $564,350.00. Such amount was derived from PST’s working capital.

Item 4. Purpose of Transaction

On March 7, 2005, Ault, acting solely in his capacity as Chief Investment Officer and managing member of Adviser, contacted the management of Tuxis to recommend that Tuxis management explore a number of potential alternatives to enhance shareholder value. Specifically, Ault, on behalf of Adviser and the Advisory Clients, recommended that Tuxis management explore the possibility of effecting one or more of the following changes:

  •   an extraordinary corporate transaction, such as a merger, reorganization or liquidation;
 
  •   a sale or transfer of a material amount of assets of Tuxis;
 
  •   a change in the present board of directors or management of Tuxis, including potentially changing the number of directors or the term of office of such directors;
 
  •   a material change in the present capitalization or dividend policy of Tuxis;
 
  •   deregistration of the Common Stock of Tuxis from the American Stock Exchange; and/or
 
  •   termination of the registration of the Common Stock of Tuxis under the Securities Exchange Act of 1934, as amended, pursuant to Section 12(g)(4) thereunder.

The Reporting Persons continue to have concerns regarding the ability and willingness of current Tuxis management to maximize shareholder value. To that end, Ault, on behalf of the Reporting Persons, forwarded a letter to the Board of Directors of Tuxis, dated May 5, 2005, addressing the Reporting Persons’ concerns regarding the present direction of the Tuxis. A copy of that correspondence was attached as Exhibit B to Amendment No. 1 to this Schedule 13D, filed May 5, 2005. The Reporting Persons continue to recommend that Tuxis management work with the Reporting Persons to unlock what the Reporting Persons believe to be the true shareholder value of Tuxis.

The Reporting Persons, may seek to actively participate in facilitating one or more of the above-referenced changes, though no specific transactions are contemplated at the present time.

In addition, the Reporting Persons may acquire additional shares of Common Stock of Tuxis. Specifically, the Reporting Persons have, collectively, purchased an additional 12,400 shares of Common Stock of Tuxis subsequent to the filing of Amendment No. 2 to this Schedule 13D on May 9, 2005. The Reporting Persons are filing this Amendment No. 3 to such Schedule 13D to reflect the increase in the Reporting Persons’ relative beneficial ownership of Tuxis’s outstanding shares of Common Stock resulting from such additional purchases, as required by Rule 13d-2(a) of the 1934 Act.

Subject to availability at prices deemed favorable, the Reporting Persons may acquire additional shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also dispose of shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Person or persons

 

 

affiliated therewith may also enter into transactions directly with Tuxis with respect to the acquisition or disposition of shares, or otherwise.
Except as set forth above, the Reporting Persons have no present plans or intentions that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to Tuxis and the Common Stock, it should be noted that the possible activities of the Reporting Persons are subject to change at any time.

Item 5. Interest in Securities of the Issuer

(a) Pursuant to Rule 13d-5(b) of the 1934 Act, each Reporting Person may be deemed as an individual to beneficially own the aggregate number of shares held by the Reporting Persons as a group. As a result, each Reporting Person may be deemed to beneficially own, as of the date hereof, approximately 138,500 shares of Tuxis Common Stock, representing approximately 14.1% of Tuxis’ total number of outstanding shares. The percentage of Common Stock owned, as reported in this Statement, was calculated based upon the total number of outstanding shares of Common Stock as of December 31, 2004 (983,776) as disclosed by Tuxis in its semi-annual report to shareholders on Form N-CSR, filed with the SEC on March 11, 2005, which represents the most recent available public filing containing such information.

(b) The respective responses of each Reporting Person to Items 7 through 11 set forth on the cover page of this Statement, which relate to beneficial ownership of shares of the Tuxis Common Stock, are incorporated herein by reference.

(c) Below is a list of each transaction in shares of Tuxis Common Stock that involved a Reporting Person during the previous sixty days.

                                 
                Amount        
            Transaction   Bought   Transaction    
Name   Transaction Date   Company   Type   or Sold   Price   Broker
Patient Safety Technologies, Inc.
  04/22/2005   Tuxis Corporation   Buy     500     $ 8.1360     BEST
Patient Safety Technologies, Inc.
  05/02/2005   Tuxis Corporation   Buy     2800     $ 7.9579     BEST
Patient Safety Technologies, Inc.
  05/03/2005   Tuxis Corporation   Buy     1500     $ 8.0407     BEST
Patient Safety Technologies, Inc.
   05/04/2005   Tuxis Corporation   Buy     1500     $ 8.1767     BEST
Patient Safety Technologies, Inc.
   05/05/2005   Tuxis Corporation   Buy     11,500     $ 8.8996     BEST
Patient Safety Technologies, Inc.
   05/05/2005   Tuxis Corporation   Buy     3,200     $ 8.6878     BEST
Patient Safety Technologies, Inc.
   05/06/2005   Tuxis Corporation   Buy     1,000     $ 9.1800     BEST
Patient Safety Technologies, Inc.
   05/22/2005   Tuxis Corporation   Buy     500     $ 8.2800     BEST
Patient Safety Technologies, Inc.
   05/23/2005   Tuxis Corporation   Buy     4,300     $ 7.8840     BEST
Patient Safety Technologies, Inc.
   05/31/2005   Tuxis Corporation   Buy     2,000     $ 8.4435     BEST
Patient Safety Technologies, Inc.
   06/09/2005   Tuxis Corporation   Buy     300     $ 8.2500     BEST
Patient Safety Technologies, Inc.
   06/13/2005   Tuxis Corporation   Buy     5,300     $ 8.3417     BEST

(d) Not Applicable.

(e) Not Applicable.

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

Except as otherwise set forth in this Statement, the Reporting Persons have no contracts, arrangements, understandings or relationships with respect to the securities of Tuxis.

Item 7. Material to Be Filed as Exhibits

Exhibit A: Joint Filing Agreement Pursuant to Rule 13d-1

 

 

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.

Date: June 15, 2005
         
  Ault Glazer Bodnar & Company Investment

Management LLC
 		  
  /s/ Milton C. Ault III    
  Milton C. Ault, III, Managing Member   
     
 
         
  Patient Safety Technologies, Inc.
(formerly, Franklin Capital Corporation)
 		  
  /s/ Milton C. Ault III    
  Milton C. Ault, III, Chairman and   
  Chief Executive Officer   
 
         
  Milton C. Ault, III
 		  
  /s/ Milton C. Ault III    
     
     
 

 

EX-99.A 2 w09994exv99wa.htm EXHIBIT A exv99wa
 

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Dated: June 15, 2005
         
  Ault Glazer Bodnar & Company Investment
Management LLC
 		  
  /s/ Milton C. Ault III    
  Milton C. Ault, III, Managing Member   
     
 
         
  Patient Safety Technologies, Inc.
(formerly, Franklin Capital Corporation)
 		  
  /s/ Milton C. Ault III    
  Milton C. Ault, III, Chairman and   
  Chief Executive Officer   
 
         
  Milton C. Ault, III
 		  
  /s/ Milton C. Ault III    
     
     
 

 

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