X0202 3/A 2006-05-31 2006-06-02 0 0000726603 TOUCHSTONE APPLIED SCIENCE ASSOCIATES INC /NY/ TASA 0001365552 Camden Partners Strategic Manager, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211905 BERKELEY RICHARD M C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001317017 Camden Partners Strategic III, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001211899 HUGHES DONALD W C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211913 JOHNSTON RICHARD M C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001025664 WARNOCK DAVID L C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 Series A-1 Convertible Preferred Stock, par value, $.0001 4.5 2006-05-31 Common Stock, par value $.0001 1666667 I See Footnote 2 and Remarks The Series A-1 Convertible Preferred Stock (the "Series A-1 Shares") has no expiration date. Fund III is the direct beneficial owner of 1,600,167 Series A-1 Shares and Fund III-A is the direct beneficial owner of 66,500 Series A-1 Shares. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the Series A-1 Shares owned by the Funds as a result of the relationships described in the Remarks section. CPSM, CPS III and each of the Managing Members disclaims benefical ownership of the Series A-1 Shares held directly by the Funds, except to the extent of its or his pecuniary interest therein. Each of the Funds disclaims beneficial ownership of the Series A-1 Shares held by the other, except to the extent of its pecuniary interest therein. Each of Mr. Warnock and Mr. Hughes filed a Form 4 with respect to the Series A-1 Shares on June 2, 2006. The Series A-1 Shares are initially convertible into Common Stock on a one-for-one basis but are subject to anti-dilution adjustments as set forth in the Certificate of Designations filed with the Secretary of State of Delaware on May 25, 2006. This Form 3 is being filed as an amendment to the Form 3 with file number 001-16689, initially filed on June 2, 2006 by Camden Partners Strategic Fund III, L.P. and will replace the original filing in its entirety. This amended Form 3 is being filed by Camden Partners Strategic Manager, LLC, as the managing member of Camden Partners Strategic III, LLC. This amended Form 3 includes reports by members of Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P. This amended Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A"), Donald W. Hughes, David L. Warnock, Richard Johnston and Richard Berkeley (the "Managing Members") (collectively, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III. CPS III is the General Partner of Fund III and Fund III-A (such funds together, the "Funds"). David L. Warnock and Donald W. Hughes are each directors of the issuer. Attached to this amended Form 3 as Exhibit 24 are the documents of David L. Warnock, Richard M. Johnston, and Richard M. Berkeley granting power of attorney to Donald W. Hughes. Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2006-06-16 Richard M. Berkeley, By Donald W. Hughes, Attorney-in-Fact 2006-06-16 Camden Partners Strategic III, LLC, By Donald W. Hughes, Managing Member 2006-06-16 Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, its General Partner, By Camden Partners Strategic Manager, LLC, its Managing Member, By Donald W. Hughes, Managing Member 2006-06-16 Camden Partners Strategic Fund III-A, LP, By Camden Partners Strategic III, LLC, its General Partner, By Camden Partners Strategic Manager, LLC, its Managing Member, By Donald W. Hughes, Managing Member 2006-06-16 Donald W. Hughes 2006-06-16 Richard M. Johnston, By Donald W. Hughes, Attorney-in-Fact 2006-06-16 David L. Warnock, By Donald W. Hughes, Attorney-in-Fact 2006-06-16