-----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, Tua8rOxDf4HPp7yIM8fqWZ9kYdx7kHY92A9gDuINNLbJBaBddOWKYTqzggcL/+5F iHqWHZPjcgStJpPt0vOXFA== 0000930413-05-005223.txt : 20050725 0000930413-05-005223.hdr.sgml : 20050725 20050725150239 ACCESSION NUMBER: 0000930413-05-005223 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050725 DATE AS OF CHANGE: 20050725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Juniper Partners Acquisition Corp. CENTRAL INDEX KEY: 0001318862 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202278320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80882 FILM NUMBER: 05971192 BUSINESS ADDRESS: STREET 1: 56 WEST 45TH STREET, SUITE 805 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 398-3112 MAIL ADDRESS: STREET 1: 56 WEST 45TH STREET, SUITE 805 CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODLAND PARTNERS CENTRAL INDEX KEY: 0000936898 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 39 WOODLAND ROAD CITY: ROSLY STATE: NY ZIP: 11576 BUSINESS PHONE: 5166271032 MAIL ADDRESS: STREET 1: 68 WHEATLEY RD CITY: BROOKVILLE STATE: NY ZIP: 11545 SC 13G 1 c38478_sc-13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Juniper Partners Acquisition Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 48203X309 ------------------------------ (CUSIP Number) July 15, 2005 ----------------------------------------------------- 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) |X| Rule 13d-1(c) |_| 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). Page 1 of 10 CUSIP No. 48203X309 13G - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Woodland Partners - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 6,000 shares of Common Stock ------------------------------------------------------------ Number of Shares 6 SHARED VOTING POWER Beneficially Owned By 0 shares of Common Stock Each ------------------------------------------------------------ Reporting Person 7 SOLE DISPOSITIVE POWER With 6,000 shares of Common Stock ------------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2% of Common Stock - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- Page 2 of 10 CUSIP No. 48203X309 13G - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry Rubenstein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 12,000 shares of Common Stock ----------------------------------------------------------- Number of Shares 6 SHARED VOTING POWER Beneficially Owned By 18,000 shares of Common Stock Each ----------------------------------------------------------- Reporting Person 7 SOLE DISPOSITIVE POWER With 12,000 shares of Common Stock ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 18,000 shares of Common Stock - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% of Common Stock - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Page 3 of 10 CUSIP No. 48203X309 13G - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marilyn Rubenstein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock ------------------------------------------------------------ Number of Shares 6 SHARED VOTING POWER Beneficially Owned By 18,000 shares of Common Stock Each ------------------------------------------------------------ Reporting Person 7 SOLE DISPOSITIVE POWER With 0 shares of Common Stock ------------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 18,000 shares of Common Stock - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6 % of Common Stock - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Page 4 of 10 ITEM 1. (a) Name of Issuer: Juniper Partners Acquisition Corp. (b) Address of Issuer's Principal Executive Offices: 56 West 45th Street Suite 805 New York, New York 10036 ITEM 2. 1. (a) Name of Person Filing: Woodland Partners (b) Address of Principal Business Office, or, if none, Residence: 68 Wheatley Road Brookville, New York 11545 (c) Place of Organization: New York (d) Title of Class of Securities: Common Stock, $0.0001 par value per share (e) CUSIP Number: 48203X309 2. (a) Name of Person Filing: Barry Rubenstein (b) Address of Principal Business Office, or, if none, Residence: 68 Wheatley Road Brookville, New York 11545 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock, $0.0001 par value per share (e) CUSIP Number: 48203X309 3. (a) Name of Person Filing: Marilyn Rubenstein (b) Address of Principal Business Office, or, if none, Residence: 68 Wheatley Road Brookville, New York 11545 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock, $0.0001 par value per share (e) CUSIP Number: 48203X309 ITEM 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C.78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company as registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) [_] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). Page 5 of 10 (g) [_] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G). (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. The reporting persons purchased Series A units (the "Series A Units") and Series B units (the "Series B Units"). Each Series A Unit consists of two shares of common stock, 0.0001 par value per share (the "Common Stock"), five redeemable Class W common stock purchase warrants (the "Class W Warrants") and five redeemable Class Z common stock purchase warrants (the "Class Z Warrants"). Each Series B Unit consists of two shares of Class B common stock, 0.0001 par value per share (the "Class B Common Stock"), one Class W Warrant and one Class Z Warrant. Each Class W Warrant entitles the holder to purchase one share of Common Stock at a price of $5.00. Each Class W Warrant becomes exercisable on the later to occur of the Issuer's completion of a business combination, and July 13, 2006, and expires on July 12, 2010, or earlier upon redemption. Each Class Z Warrant entitles the holder to purchase one share of Common Stock at a price of $5.00. Each Class Z Warrant becomes exercisable on the later to occur of the Issuer's completion of a business combination, and July 13, 2006, and expires on July 12, 2012, or earlier upon redemption. If a business combination is completed, the outstanding shares of Class B Common Stock will automatically be converted into an equal number of shares of Common Stock, unless the holder has previously exercised his right to convert his Class B Common Stock into a pro rata share of the offering proceeds placed in a trust fund, including interest earned on his portion of the trust fund. The following includes securities of the Issuer held by the reporting persons as of July 15, 2005. 1. Woodland Partners: (a) Amount Beneficially Owned: 6,000(1,2,3) shares of Common Stock. - ---------- (1) Includes 6,000 shares of Common Stock owned by Woodland Partners. (2) Does not include 15,000 shares of Common Stock issuable upon the exercise of the Class W Warrants included in the Series A Units and 15,000 shares of Common Stock issuable upon the exercise of the Class Z Warrants included in the Series A Units held by Woodland Partners. (3) Does not include 14,000 shares of Class B Common Stock included in the Series B Units, 7,000 shares of Common Stock issuable upon the exercise of the Class W Warrants included in the Series B Units and 7,000 shares of Common Stock issuable upon the exercise of the Class Z Warrants included in the Series B Units held by Woodland Partners. (4) Includes 12,000 shares of Common Stock held in the Barry Rubenstein Rollover IRA Account. (5) Does not include 30,000 shares of Common Stock issuable upon the exercise of the Class W Warrants included in the Series A Units and 30,000 shares of Common Stock issuable upon the exercise of the Class Z Warrants included in the Series A Units held in the Barry Rubenstein Rollover IRA Account. (6) Does not include 28,000 shares of Class B Common Stock included in the Series B Units, 14,000 shares of Common Stock issuable upon the exercise of the Class W Warrants included in the Series B Units and 14,000 shares of Common Stock issuable upon the exercise of the Class Z Warrants included in the Series B Units held in the Barry Rubenstein Rollover IRA Account. (7) Includes 12,000 shares of Common Stock held in a joint account by Barry Rubenstein and Marilyn Rubenstein. (8) Does not include 30,000 shares of Common Stock issuable upon the exercise of the Class W Warrants included in the Series Page 6 of 10 (b) Percent of Class: 1.2% of Common Stock. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 6,000(1,2,3) shares of Common Stock. (ii) shared power to vote or to direct the vote: 0 shares of Common Stock. (iii) sole power to dispose or to direct the disposition of: 6,000(1,2,3) shares of Common Stock. (iv) shared power to dispose or to direct the disposition of: 0 shares of Common Stock. 2. Barry Rubenstein: (a) Amount Beneficially Owned: 30,000(1,2,3,4,5,6,7,8,9,10) shares of Common Stock. Barry Rubenstein is a general partner of Woodland Partners. Mr. Rubenstein is the husband of Marilyn Rubenstein. (b) Percent of Class: 6.0% of Common Stock. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 12,000(4,5,6) shares of Common Stock. (ii) shared power to vote or to direct the vote: 18,000(1,2,3,7,8,9,10) shares of Common Stock. (iii) sole power to dispose or to direct the disposition of: 12,000(4,5,6) shares of Common Stock. (iv) shared power to dispose or to direct the disposition of: 18,000(1,2,3,7,8,9,10) shares of Common Stock. 3. Marilyn Rubenstein: (a) Amount Beneficially Owned: 18,000(1,2,3,7,8,9,10) shares of Common Stock. Marilyn Rubenstein is a general partner of Woodland Partners. Marilyn Rubenstein is the wife of Barry Rubenstein. (b) Percent of Class: 3.6% of Common Stock. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock. (ii) shared power to vote or to direct the vote: 18,000(1,2,3,7,8,9,10) shares of Common Stock. (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock. (iv) shared power to dispose or to direct the disposition of: 18,000(1,2,3,7,8,9,10) shares of Common Stock. A Joint Filing Agreement is attached hereto as Exhibit A. - ---------- A Units and 30,000 shares of Common Stock issuable upon the exercise of the Class Z Warrants included in the Series A Units held in a joint account by Barry Rubenstein and Marilyn Rubenstein. (9) Does not include 28,000 shares of Class B Common Stock included in the Series B Units, 14,000 shares of Common Stock issuable upon the exercise of the Class W Warrants included in the Series B Units and 14,000 shares of Common Stock issuable upon the exercise of the Class Z Warrants included in the Series B Units held in a joint account by Barry Rubenstein and Marilyn Rubenstein. (10) The reporting person disclaims beneficial ownership of these securities except to the extent of his/her equity interest therein. Page 7 of 10 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [_] INSTRUCTION: Dissolution of a group requires a response to this item. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. (b) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below each party certifies that, to the best of his/her/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 10 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: July 22, 2005 WOODLAND PARTNERS By: /s/ Barry Rubenstein ----------------------------------- Barry Rubenstein, a General Partner /s/ Barry Rubenstein -------------------------------------- Barry Rubenstein /s/ Marilyn Rubenstein -------------------------------------- Marilyn Rubenstein ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 9 of 10 13G EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G with respect to the securities of Juniper Partners Acquisition Corp. and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: July 22, 2005 WOODLAND PARTNERS By: /s/ Barry Rubenstein ----------------------------------- Barry Rubenstein, a General Partner /s/ Barry Rubenstein -------------------------------------- Barry Rubenstein /s/ Marilyn Rubenstein -------------------------------------- Marilyn Rubenstein Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----