0001104659-06-060916.txt : 20060913 0001104659-06-060916.hdr.sgml : 20060913 20060913171358 ACCESSION NUMBER: 0001104659-06-060916 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060913 DATE AS OF CHANGE: 20060913 GROUP MEMBERS: DANIEL C. LUBIN GROUP MEMBERS: JORDAN S. DAVIS GROUP MEMBERS: RADIUS VENTURE PARTNERS II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIO LOK INTERNATIONAL INC CENTRAL INDEX KEY: 0000840573 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 630317138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80992 FILM NUMBER: 061089039 BUSINESS ADDRESS: STREET 1: 312 S MILITARY TRAIL CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 9546989998 MAIL ADDRESS: STREET 1: 312 S MILITARY TRAIL CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BIODENTAL CORP DATE OF NAME CHANGE: 19950609 FORMER COMPANY: FORMER CONFORMED NAME: MINIMATIC IMPLANT TECHNOLOGY INC DATE OF NAME CHANGE: 19950609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RADIUS VENTURE PARTNERS II LP CENTRAL INDEX KEY: 0001161747 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE ROCKEFFER PLAZA STREET 2: STE 920 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128977778 SC 13D 1 a06-19542_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

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

BioLok International Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

090943 20 0

(CUSIP Number)

Daniel C. Lubin

Radius Venture Partners II, LLC

400 Madison Avenue, 8th Floor

New York, NY 10017

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

September 7, 2006

(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. o

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).

CUSIP No. 090943 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Daniel C. Lubin

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 Disclaimed (See #11 below)

			8.	Shared Voting Power Disclaimed (See #11 below)

			9.	Sole Dispositive Power Disclaimed (See #11 below)

			10.	Shared Dispositive Power Disclaimed (See #11 below)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Mr. Lubin disclaims beneficial ownership in all shares of BioLok International Inc. held by Radius Venture Partners II, L.P.

	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) Disclaimed (See #11 above)

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 090943 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jordan S. Davis

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 Disclaimed (See #11 below)

			8.	Shared Voting Power Disclaimed (See #11 below)

			9.	Sole Dispositive Power Disclaimed (See #11 below)

			10.	Shared Dispositive Power Disclaimed (See #11 below)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Mr. Davis disclaims beneficial ownership in all shares of BioLok International Inc. held by Radius Venture Partners II, L.P.

	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) Disclaimed (See #11 above)

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 090943 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Radius Venture Partners II, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 Disclaimed (See #11 below)

			8.	Shared Voting Power Disclaimed (See #11 below)

			9.	Sole Dispositive Power Disclaimed (See #11 below)

			10.	Shared Dispositive Power Disclaimed (See #11 below)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Radius Venture Partners II, LLC disclaims beneficial ownership in all shares of BioLok International Inc. held by Radius Venture Partners II, L.P.

	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) Disclaimed (See #11 above)

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 090943 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Radius Venture Partners II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 2,333,333

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 2,333,333

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,333,333

	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) 15.2% of the Common Stock, according to the BioLok International Inc. Report on Form 10-QSB for the fiscal quarter ended April 30, 2006 (with such percentage calculated based on the number of shares outstanding as of April 30, 2006).

	14.	Type of Reporting Person (See Instructions) PN

Item 1.	Security and Issuer
	The class of securities to which this Schedule 13D relates is Common Stock, par value $0.01 per share (“Common Stock”) of BioLok International Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 368 South Military Trail, Deerfield Beach, Florida 33442.

Item 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by (i) Daniel C. Lubin, (ii) Jordan S. Davis, (iii) Radius Venture Partners II, LLC and (iv) Radius Venture Partners II, L.P. (collectively, the “Filing Parties”).(1) Radius Venture Partners II, LLC is the general partner of Radius Venture Partners II, L.P. Messrs. Lubin and Davis are the managing members of Radius Venture Partners II, LLC. The Filing Parties have entered into a joint filing statement, dated September 7, 2006, a copy of which is attached to this statement as Exhibit C.

(b)	The business address of each of the Filing Parties is 400 Madison Avenue, 8th Floor, New York, NY 10017.

(c)	The principal occupation of Messrs. Lubin and Davis is private equity investing and portfolio company management with respect to Radius Ventures Partners II, L.P. and other private equity funds. The principal business of Radius Venture Partners II, LLC is to manage Radius Venture Partners II, L.P.’s private equity investments. The principal business of Radius Venture Partners II, L.P. is to hold private equity investments.

(d)	During the last five years, none of the Filing Parties has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)	During the last five years, none of the Filing Parties has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	The citizenship of each of the Filing Parties is as follows:
	• Daniel C. Lubin is a United States citizen • Jordan S. Davis is a United States citizen • Radius Venture Partners II, LLC is a Delaware limited liability company • Radius Venture Partners II, L.P. is a Delaware limited partnership
(1) Neither the present filing nor anything contained herein shall be construed as an admission that any Filing Party constitutes a “person” for any purpose other than Section 13(d) of the Securities Act.

Item 3.

Source and Amount of Funds or Other Consideration

Radius Venture Partners II, L.P. (the “Partnership”) is a limited partnership which acquired 2,333,333 shares (the “Shares”) of Common Stock of the Issuer for investment purposes on March 2, 2005 for cash. The cash was provided by the capital contributions of the partners of the Partnership. The Filing Parties filed a statement on Schedule 13G on February 14, 2006 reporting the Partnership’s beneficial ownership of the Shares.

On September 8, 2006, the Issuer announced its entry into an Agreement and Plan of Merger, by and among Tumbler Holdings, Inc., Tumbler Merger Corp. and the Issuer (the “Merger Agreement”), dated as of September 7, 2006. Under the Merger Agreement, among other things, Tumbler Merger Corp. is to make a tender offer (the “Offer”) to acquire all of the outstanding shares of Common Stock of the Issuer, subject to certain conditions.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K, filed with the Commission on September 8, 2006, and incorporated herein by reference in its entirety into this Item 3.

In connection with the Merger Agreement, the Partnership, along with certain other holders of the Issuer’s securities, has entered into a Stockholders Support Agreement with Tumbler Holdings, Inc., dated as of September 7, 2006 (the “Stockholders Support Agreement”). Under the Stockholders Support Agreement, the Partnership has (i) agreed, among other things, and subject to certain conditions, to tender all of its Shares to Tumbler Merger Corp. pursuant to the terms of the Offer and the Merger Agreement and not to withdraw such tender and (ii) granted to Tumbler Holdings, Inc. an irrevocable proxy to vote all the Shares in favor of the approval and adoption of the Merger Agreement and approval of the merger and all other transactions contemplated by the Merger Agreement and the Stockholders Support Agreement and against any contrary action, agreement or transaction or proposal. Further, under the Stockholders Support Agreement, the Partnership agreed (i) not to, directly or indirectly, (a) sell, assign, transfer (including by operation of law), pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with the Stockholders Support Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares and (ii) not to, directly or indirectly, (a) solicit, initiate or knowingly encourage the submission of, any Competing Proposal (as defined in the Merger Agreement), or (b) participate in any discussions or negotiations regarding, or furnish to any person, any non-public information with respect to, or otherwise cooperate in any way with respect to, or assist or participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Competing Proposal; provided, however, that nothing in the Stockholders Support Agreement shall prevent a director or executive officer of the Issuer from engaging in any activity permitted pursuant to the Merger Agreement.

The foregoing summary of the Stockholders Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholders Support Agreement, which is attached hereto as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K, filed with the Commission on September 8, 2006 and incorporated by reference in its entirety into this Item 3.

This Schedule 13D is being filed to reflect the Filing Parties’ entering into the Stockholders Support Agreement and the concomitant change in the Filing Parties’ investment intent with respect to the Shares.

Item 4.	Purpose of Transaction
The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. In addition, Mr. Lubin serves on the Board of Directors of the Issuer. Other than as discussed herein, the Filing Parties currently have no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer’s business or corporate structure; (g) Changes in the Issuer’s certificate of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. The Filing Parties intend to evaluate their investment in the Issuer continuously and may, based on any such evaluation, determine at a future date to change their current position with respect to any action enumerated above.

Item 5.	Interest in Securities of the Issuer
The Filing Parties may be deemed to be members of a group for purposes of this Schedule 13D. (a) As of the date hereof, Radius Venture Partners II, L.P. is the beneficial owner of 2,333,333 shares of Common Stock, or approximately 15.2% of the Issuer’s outstanding Common Stock. Each of Radius Venture Partners II, LLC and Messrs. Lubin and Davis may be deemed to also

beneficially own the Shares as a result of their direct or indirect control of Radius Venture Partners II, L.P. Messrs. Lubin and Davis disclaim such beneficial ownership. (b) Radius Venture Partners II, L.P. has the sole power to vote or direct the vote and to dispose or direct the disposition of the 2,333,333 shares of Common Stock beneficially owned by it. Messrs. Lubin and Davis, by virtue of their positions as managing members of the general partner of Radius Venture Partners II, L.P., may be deemed to have the shared power to vote or direct the vote of and shared power to dispose or direct the disposition of the Common Stock. (c) Except as described herein, none of the Filing Parties has effected any transactions in the Common Stock during the past 60 days. (d) No other person is known by the Filing Parties to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Filing Parties. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference herein.

Item 7.	Material to Be Filed as Exhibits
A. Agreement and Plan of Merger, by and among Tumbler Holdings, Inc., Tumbler Merger Corp. and the Issuer, dated as of September 7, 2006. (filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K, filed with the Commission on September 8, 2006 and incorporated herein in its entirety). B. Stockholders Support Agreement, by and among Tumbler Holdings, Inc. and each of the stockholders whose names appear on the signature pages thereto, dated as of September 7, 2006 (filed herewith). C. Joint Filing Statement (filed herewith).

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.

Dated: September 8, 2006

RADIUS VENTURE PARTNERS II, L.P.
By: Radius Venture Partners II, LLC,
its General Partner

By:	/s/	Jordan S. Davis
		Jordan S. Davis
		Managing Member

By:	/s/	Daniel C. Lubin
		Daniel C. Lubin
		Managing Member


RADIUS VENTURE PARTNERS II, LLC

By:	/s/	Jordan S. Davis
		Jordan S. Davis
		Managing Member

By:	/s/	Daniel C. Lubin
		Daniel C. Lubin
		Managing Member


/s/ Jordan S. Davis
Jordan S. Davis


/s/ Daniel C. Lubin
Daniel C. Lubin

EXHIBIT INDEX

A. Agreement and Plan of Merger, by and among Tumbler Holdings, Inc., Tumbler Merger Corp. and BioLok International Inc., dated as of September 7, 2006. (filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K, filed with the Commission on September 8, 2006 and incorporated herein in its entirety).

B. Stockholders Support Agreement, by and among Tumbler Holdings, Inc. and each of the stockholders whose names appear on the signature pages thereto, dated as of September 7, 2006 (filed herewith).

C. Joint Filing Statement (filed herewith).

EX-99.B 2 a06-19542_1ex99db.htm EX-99

Exhibit 99(b)

STOCKHOLDERS SUPPORT AGREEMENT

STOCKHOLDERS SUPPORT AGREEMENT, dated as of September 7, 2006 (this “Agreement”) by and among between TUMBLER MERGER CORP., a Delaware corporation (“Offeror”) and each of the stockholders whose names appear on the signature pages of this Agreement (each a “Major Stockholder” and, collectively, the “Major Stockholders”).

WHEREAS, as of the date hereof, each Major Stockholder represents and warrants to Offeror that such Major Stockholder owns of record and beneficially and has good, valid and marketable title to, free and clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to vote and full right, power and authority to sell, transfer and deliver, the number of shares of common stock, par value $0.01 per share (“Company Common Stock”), of BIOLOK INTERNATIONAL INC., a Delaware corporation (the “Company”), as set forth opposite such Major Stockholder’s name on Exhibit A hereto (all such shares of Company Common Stock and any shares of Company Common Stock of which ownership of record or the power to vote is hereafter acquired by the Stockholders prior to the termination of this Agreement, including shares of Company Common Stock issuable upon the exercise of options to purchase Company Common Stock, being referred to herein as the “Shares”); and

WHEREAS, Offeror, Tumbler Holdings, Inc. and the Company propose to enter into, simultaneously herewith, an Agreement and Plan of Merger (the “Merger Agreement”; capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement), a draft of which has been made available to each Major Stockholder, which provides, upon the terms and subject to the conditions thereof, for the merger of Offeror with and into the Company (the “Merger”);

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the Merger Agreement, and intending to be legally bound hereby, the Stockholders hereby agree as follows:

1. Tender of Shares. Promptly following the commencement of the Offer, each Major Stockholder hereby agrees that such Major Stockholder (a) shall tender, or cause to be tendered, to the Offeror in the Offer, as promptly as practicable, but in any event within five business days of such commencement, all of such Major Stockholder’s Shares pursuant to the terms of the Offer, and (b) shall not withdraw, or cause to be withdrawn, the tender of such Shares.

2. Grant of Proxy. Each Major Stockholder, by this Agreement, with respect to such Major Stockholder’s Shares, hereby grants an irrevocable proxy to Offeror (and agrees to execute such documents or certificates evidencing such proxy as Offeror may reasonably request) to vote, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, all of such Major Stockholder’s Shares (a) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Merger Agreement and this Agreement, (b) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Competing Proposal) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, and (c) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of the Company. Each Major Stockholder further agrees to cause such Major Stockholder’s Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Major Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

3. Transfer of Shares. Each Major Stockholder agrees that such Major Stockholder shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), Lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, or (d) take any action that would make any representation or warranty of such Major Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Major Stockholder from performing such Major Stockholder’s obligations hereunder.

4. Representations and Warranties of the Stockholders. Each Major Stockholder hereby severally, but not jointly, represents and warrants to Offeror as follows:

4.1 If such Major Stockholder is a corporation or other legal entity, such Major Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Such Major Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Major Stockholder and the consummation by such Major Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and no other proceedings on the part of such Major Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Major Stockholder and, assuming the due authorization, execution and delivery by Offeror and that this Agreement constitutes legal, valid and binding obligation of Offeror, constitutes the legal, valid and binding obligation of such Major Stockholder, enforceable against such Major Stockholder in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other laws affecting the enforcement of creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

4.2 The execution and delivery of this Agreement by such Major Stockholder do not, and the performance of this Agreement by such Major Stockholder will not, (i) if such Major Stockholder is a corporation or other legal entity, conflict with or violate the Certificate of Incorporation or Bylaws or equivalent organizational documents of such Major Stockholder or (ii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of such Major Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation.

4.3 The execution and delivery of this Agreement by such Major Stockholder do not, and the performance of this Agreement by such Major Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act.

4.4 With respect to any Major Stockholder who is a natural person, the failure of the spouse, if any, of such Major Stockholder to be a party or signatory to this Agreement shall not (i) prevent such Major Stockholder from performing such Major Stockholder’s obligations and consummating the transactions contemplated hereunder, or (ii) prevent this Agreement from constituting the legal, valid and binding obligation of such Major Stockholder in accordance with its terms.

5. No Solicitation of Transactions. None of the Stockholders shall, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or knowingly encourage the submission of, any Competing Proposal, or (b) participate in any discussions or negotiations regarding, or furnish to any person, any non-public information with respect to, or otherwise cooperate in any way with respect to, or assist or participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Competing Proposal; provided, however, that nothing in this Section 5 shall prevent the Major Stockholder, in such Major Stockholder’s capacity as a director or executive officer of the Company from engaging in any activity permitted pursuant to Section 5.2 of the Merger Agreement. Each Major Stockholder shall, and shall direct or cause such Major Stockholder’s representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Competing Proposal.

6. Information for Offer Documents and Proxy Statement; Disclosure. Each Major Stockholder represents and warrants to Offeror that none of the information relating to such Major Stockholder and such Major Stockholder’s affiliates provided in writing by or on behalf of such Major Stockholder or such Major Stockholder’s affiliates for inclusion in the Schedule TO, Schedule 14D-9, Offer Documents, or Proxy Statement will, at the respective times the Schedule TO, Schedule 14D-9, Offer Documents, or Proxy Statement are filed with the SEC or are first published, sent or given to the stockholders of the Company, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Major Stockholder authorizes and agrees to permit Offeror to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Major Stockholder’s identity and ownership of Shares and the nature of such Major Stockholder’s commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

7. Directors and Officers. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or require any Major Stockholder to attempt to) limit or restrict any designee of a Major Stockholder who is a director or officer of the Company from acting in such capacity or voting in such person’s sole discretion on any matter (it being understood that this Agreement shall apply to each Major Stockholder solely in such Major Stockholder’s capacity as a stockholder of the Company).

8. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Offeror any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Major Stockholders, and Offeror shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct any Major Stockholder in the voting of any of the Shares, except as otherwise provided herein.

9. Termination. This Agreement shall terminate and shall have no further force or effect as of the earliest to occur of (i) such date and time as the Merger Agreement shall have been terminated pursuant to Article VIII thereof, (ii) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, or (iii) such date and time as any amendment or change to the Merger Agreement is effected without the Major Stockholder’s consent that (A) decreases the Per Share Amount or (B) materially and adversely affects the Major Stockholder.

10. Miscellaneous. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated; all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their addresses as specified on the signature pages of this Agreement; if any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party; this Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof; this Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Offeror may assign all or any of its rights and obligations hereunder to any affiliate of Offeror, provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations; this Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; the parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity; this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State; this Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement; from time to time, at the request of Offeror, in the case of any Major Stockholder, or at the request of the Major Stockholders, in the case of Offeror, and without further consideration, each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement; EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	TUMBLER MERGER CORP.

	By	/s/ Mortimer Berkowitz III
	Mortimer Berkowitz III, President

	Major Stockholder

	RADIUS VENTURE PARTNERS II, L.P.

	By:	Radius Venture Partners II, LLC,
	its General Partner

	By:	/s/ Daniel C. Lubin
		Printed name and title (if applicable):
		Daniel C. Lubin
		Managing Member

EX-99.C 3 a06-19542_1ex99dc.htm EX-99

Exhibit 99(c)

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.

Dated: September 8, 2006

RADIUS VENTURE PARTNERS II, L.P.
By: Radius Venture Partners II, LLC,
its General Partner

By:	/s/	Jordan S. Davis
		Jordan S. Davis
		Managing Member

By:	/s/	Daniel C. Lubin
		Daniel C. Lubin
		Managing Member


RADIUS VENTURE PARTNERS II, LLC

By:	/s/	Jordan S. Davis
		Jordan S. Davis
		Managing Member

By:	/s/	Daniel C. Lubin
		Daniel C. Lubin
		Managing Member


/s/ Jordan S. Davis
Jordan S. Davis


/s/ Daniel C. Lubin
Daniel C. Lubin

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

SIGNATURES

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