TOP IMAGE SYSTEMS, LTD..
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(Name of Issuer)
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Ordinary Shares nominal value NIS 0.04 per share
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(Title of Class of Securities)
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M87896102
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(CUSIP Number)
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March 9, 2011
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(Date of Event which requires Filing of this Statement)
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CUSIP No. M87896102
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1.
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Names of Reporting Persons: Globis Capital Partners, L.P.
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I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a member of a Group (See instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Delaware
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Number of
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5.
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Sole Voting Power: 0
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Shares
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Beneficially by
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6.
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Shared Voting Power: 474,590
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Owned by Each
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Reporting
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7.
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Sole Dispositive Power: 0
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Person with:
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8.
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Shared Dispositive Power: 474,590
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 474,590
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9): 5.0%
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12.
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Type of Reporting Person (See Instructions) PN
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CUSIP No. M87896102
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1.
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Names of Reporting Persons: Globis Capital Advisors, L.L.C.
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I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a member of a Group (See instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Delaware
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Number of
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5.
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Sole Voting Power: 0
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Shares
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Beneficially by
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6.
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Shared Voting Power: 474,590
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Owned by Each
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Reporting
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7.
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Sole Dispositive Power: 0
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Person with: |
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8.
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Shared Dispositive Power: 474,590
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 474,590
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9): 5.0%
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12.
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Type of Reporting Person (See Instructions) OO
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CUSIP No. M87896102
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1.
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Names of Reporting Persons: Globis Overseas Fund, Ltd.
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I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a member of a Group (See instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Cayman Islands
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Number of
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5.
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Sole Voting Power: 0
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Shares
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Beneficially by
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6.
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Shared Voting Power: 43,300
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Owned by Each
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Reporting
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7.
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Sole Dispositive Power: 0
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Person with: |
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8. |
Shared Dispositive Power: 43,300
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 43,300
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9): 0.5%
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12.
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Type of Reporting Person (See Instructions) OO
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CUSIP No. M87896102
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1.
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Names of Reporting Persons: Globis Capital Management, L.P.
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I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a member of a Group (See instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Delaware
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Number of
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5.
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Sole Voting Power: 0
|
Shares
|
|
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Beneficially by
|
6.
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Shared Voting Power: 517,890
|
Owned by Each
|
|
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Reporting
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7.
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Sole Dispositive Power: 0
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Person with: |
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8.
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Shared Dispositive Power: 517,890
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 517,890
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9): 5.5%
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12.
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Type of Reporting Person (See Instructions) PN
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CUSIP No. M87896102
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||
1.
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Names of Reporting Persons: Globis Capital, L.L.C.
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I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a member of a Group (See instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Delaware
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Number of
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5.
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Sole Voting Power: 0
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Shares
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|
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Beneficially by
|
6.
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Shared Voting Power: 517,890
|
Owned by Each
|
|
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Reporting
|
7.
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Sole Dispositive Power: 0
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Person with: |
|
|
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8.
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Shared Dispositive Power: 517,890
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 517,890
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9): 5.5%
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12.
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Type of Reporting Person (See Instructions) OO
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CUSIP No. M87896102
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1.
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Names of Reporting Persons: Paul Packer
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I.R.S. Identification Nos. of above persons (entities only):
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2.
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Check the Appropriate Box if a member of a Group (See instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: United States
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Number of
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5.
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Sole Voting Power: 0
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Shares
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Beneficially by
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6.
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Shared Voting Power: 517,890
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Owned by Each
|
|
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Reporting
|
7.
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Sole Dispositive Power: 0
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Person with: |
|
|
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8.
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Shared Dispositive Power: 517,890
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 517,890
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9): 5.5%
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12.
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Type of Reporting Person (See Instructions) IN
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(a)
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Name of Issuer:
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(b)
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Address of Issuer’s Principal Executive Offices:
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2 Ben Gurion Street
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Ramat Gan, Israel 52573
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(a)
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Name of Person Filing:
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(i)
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Globis Capital Partners, L.P., a Delaware limited partnership ("Globis Partners"), with respect to shares of Common Stock (as defined in Item 2(d) below) directly held by it;
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(ii)
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Globis Capital Advisors, L.L.C., a Delaware limited liability company ("Globis Advisors"), serves as the general partner of Globis Partners, with respect to shares of Common Stock directly held by Globis Partners;
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(iii)
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Globis Overseas Fund, Ltd., a Cayman Islands exempted company ("Globis Overseas"), with respect to shares of Common Stock directly held by it;
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(iv)
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Globis Capital Management, L.P., a Delaware limited partnership (the "Investment Manager"), which serves as investment manager to, and has investment discretion over the securities held by, Globis Partners and Globis Overseas, with respect to shares of Common Stock directly held by Globis Partners and Globis Overseas;
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(v)
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Globis Capital, L.L.C., a Delaware limited liability company ("GC"), which serves as the general partner of the Investment Manager, with respect to shares of Common Stock directly held by Globis Partners and Globis Overseas;
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(vi)
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Mr. Paul Packer ("Mr. Packer"), who is the Managing Member of Globis Advisors and GC, with respect to shares of Common Stock directly held by Globis Partners, and Globis Overseas.
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(b)
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Address of Principal Business Office or, if none, Residence
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(c)
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Citizenship
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(d)
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Title of Class of Securities
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(e)
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CUSIP Number
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) 240.13d-2(b) or (c), check whether the person is filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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);
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership:
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A.
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Globis Capital Partners, L.P.
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(a)
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Amount beneficially owned: 474,590
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(b)
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Percent of class: 5.0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 474,590
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 474,590
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B.
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Globis Capital Advisors, L.L.C.
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(a)
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Amount beneficially owned: 474,590
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(b)
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Percent of class: 5.0%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 474,590
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 474,590
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C.
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Globis Overseas Fund, Ltd.
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(a)
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Amount beneficially owned: 43,300
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(b)
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Percent of class: 0.5%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 43,300
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 43,300
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D.
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Globis Capital Management, L.P.
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(a)
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Amount beneficially owned: 517,890
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(b)
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Percent of class: 5.5%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 517,890
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 517,890
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E.
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Globis Capital, L.L.C.
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(a)
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Amount beneficially owned: 517,890
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(b)
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Percent of class: 5.5%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 517,890
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 517,890
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F.
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Paul Packer
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(a)
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Amount beneficially owned: 517,890
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(b)
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Percent of class: 5.5%
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(c)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or direct the vote: -0-
|
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(ii)
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Shared power to vote or direct the vote: 517,890
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 517,890
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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March 18, 2011
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Date
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/s/ Paul Packer
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Paul Packer,
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individually and as managing member of:
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(a) Globis Capital Advisors, L.L.C.,
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for itself and as the general partner of
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Globis Capital Partners, L.P.; and (b) Globis Capital, L.L.C., for itself and as the general partner of Globis Capital Management, L.P., the Investment Manager of Globis Overseas Fund, Ltd.
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/s/ Paul Packer
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Paul Packer,
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individually and as managing member of:
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(a) Globis Capital Advisors, L.L.C.,
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for itself and as the general partner of
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Globis Capital Partners, L.P.; and
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(b) Globis Capital, L.L.C.,
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for itself and as the general partner of
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Globis Capital Management, L.P., the Investment Manager of Globis Overseas Fund, Ltd.
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