Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 6)

 

Under the Securities Exchange Act of 1934

 

WILLIAMS INDUSTRIAL SERVICES GROUP INC.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

37941P306

(CUSIP Number)

 

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

666 Third Avenue

New York, New York 10017

(212) 541-6222

 

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

 

November 14, 2019

(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 which 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 ¨

 

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,195,571         (See Item 5)
	8	SHARED VOTING POWER   0                       (See Item 5)
	9	SOLE DISPOSITIVE POWER   1,195,571         (See Item 5)
	10	SHARED DISPOSITIVE POWER   0                       (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,195,571         (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.3%
14	TYPE OF REPORTING PERSON*   PN

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Partners Small Cap Value, L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,240,438         (See Item 5)
	8	SHARED VOTING POWER   0                       (See Item 5)
	9	SOLE DISPOSITIVE POWER   1,240,438        (See Item 5)
	10	SHARED DISPOSITIVE POWER   0                       (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,240,438         (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5%
14	TYPE OF REPORTING PERSON*   PN

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,047,562         (See Item 5)
	8	SHARED VOTING POWER   0                       (See Item 5)
	9	SOLE DISPOSITIVE POWER   1,047,562         (See Item 5)
	10	SHARED DISPOSITIVE POWER   0                       (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,047,562                                                          (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.5%
14	TYPE OF REPORTING PERSON*   CO

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   170,700            (See Item 5)
	8	SHARED VOTING POWER   0                       (See Item 5)
	9	SOLE DISPOSITIVE POWER   170,700            (See Item 5)
	10	SHARED DISPOSITIVE POWER   0                       (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,700 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.9%
14	TYPE OF REPORTING PERSON*   EP

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,436,009         (See Item 5)
	8	SHARED VOTING POWER   0                       (See Item 5)
	9	SOLE DISPOSITIVE POWER   2,436,009         (See Item 5)
	10	SHARED DISPOSITIVE POWER   0                       (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,436,009         (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.8%
14	TYPE OF REPORTING PERSON*   OO

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,047,562         (See Item 5)
	8	SHARED VOTING POWER   0                       (See Item 5)
	9	SOLE DISPOSITIVE POWER   1,047,562         (See Item 5)
	10	SHARED DISPOSITIVE POWER   0                       (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,047,562         (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.5%
14	TYPE OF REPORTING PERSON*   CO

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0                       (See Item 5)
	8	SHARED VOTING POWER   3,654,271         (See Item 5)
	9	SOLE DISPOSITIVE POWER   0                       (See Item 5)
	10	SHARED DISPOSITIVE POWER   3,654,271         (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,654,271         (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   19.2%
14	TYPE OF REPORTING PERSON*     IN

 

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0                       (See Item 5)
	8	SHARED VOTING POWER   3,654,271         (See Item 5)
	9	SOLE DISPOSITIVE POWER   0                       (See Item 5)
	10	SHARED DISPOSITIVE POWER   3,654,271         (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,654,271         (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   19.2%
14	TYPE OF REPORTING PERSON*   IN

 

 

Item 1. Security and Issuer.

 

This Amendment No. 6 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2016, as amended by Amendment No. 1 filed on June 3, 2016, as amended by Amendment No. 2 filed on June 30, 2016, as amended by Amendment No. 3 filed on June 22, 2017, as amended by Amendment No. 4 filed on August 23, 2017, and as amended by Amendment No. 5 filed on November 20, 2018 (collectively the “Schedule 13D”) relates to the shares of common stock, $0.01 par value per share (the “Common Stock”) of Williams Industrial Services Inc., a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 100 Crescent Centre Parkway, Suite 1240, Tucker, Georgia 30084.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $19,139,262.37 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

 

On November 14, 2019, the Issuer announced that it filed a registration statement for a proposed rights offering to its existing holders of shares of Common Stock (the “Rights Offering”). Under the Rights Offering, holders of shares of the Issuer’s Common Stock will receive one nontransferable right to purchase a specified amount of new Common Stock for each share of Common Stock owned. The Issuer’s stockholders who fully exercise their rights will also be entitled to an over-subscription privilege to purchase additional shares of Common Stock that may remain unsubscribed as a result of any rights that are unexercised in the Rights Offering. The subscription price for the purchase of shares of Common Stock pursuant to the Rights Offering is currently projected to be based on a range of discount between 5% and 25% to the 25-trading-day volume weighted average price for the period immediately preceding the initiation of the Rights Offering.

 

In connection with the Rights Offering, on November 14, 2019, WCI entered into a Backstop Agreement (the “Backstop Agreement”) with the Issuer, pursuant to which WCI has agreed to fully exercise its subscription rights in the Rights Offering and to purchase any and all unsubscribed shares of Common Stock in the Rights Offering, subject to the terms, conditions and limitations of the Backstop Agreement, at the same subscription price applicable to all holders of the Common Stock in the Rights Offering. The closing of the transactions contemplated by the Backstop Agreement is subject to the satisfaction or waiver of customary conditions as well as the Issuer executing and delivering documentation governing the refinancing of its current credit facilities in the aggregate amount of not less than $45,000,000 (the “Refinancing”) and the Issuer consummating such Refinancing. The Backstop Agreement, including the obligations to fund the backstop commitment, will automatically terminate upon the receipt by the Issuer of gross cash proceeds from the Rights Offering (including the over-subscription privilege) from participating common stockholders (including the Wynnefield Reporting Persons) in an aggregate amount of $7.0 million; provided, that the gross proceeds from the Rights Offering and backstop commitment pursuant to the Backstop Agreement will not exceed the amount of $7.0 million in the aggregate. Upon written notice to the Issuer WCI may assign its backstop commitment obligations under the Backstop Agreement to the other Wynnefield Reporting Persons.

 

 

As a condition to consummation of the backstop commitment, the Issuer will enter into a Registration Rights Agreement with the Wynnefield Reporting Persons, pursuant to which the Wynnefield Reporting Persons may request that the Issuer register for resale the shares of Common Stock acquired pursuant to the Backstop Agreement, as well as shares of Common Stock purchased by the Wynnefield Reporting Persons upon exercise of their rights received in the Rights Offering. The form of the Registration Rights Agreement is attached as Exhibit A to the Backstop Agreement.

 

The summary of the Backstop Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which has been filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Commission on November 14, 2019, and which is incorporated herein by reference.

 

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a), (b) and (c) As of November 14, 2019, the Wynnefield Reporting Persons beneficially owned in the aggregate 3,654,271 shares of Common Stock, constituting approximately 19.2% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 19,057,195 shares outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed with the Commission on November 14, 2019.

 

The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name		Number of Common Stock				Percentage of Outstanding Common Stock
Wynnefield Partners			1,195,571				6.3	%
Wynnenfield Partners I			1,240,438				6.5	%
Wynnefield Offshore			1,047,562				5.5	%
Plan			170,700				0.9	%

 

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

The Plan is an employee profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 3,654,271 shares of Common Stock, constituting approximately 19.2% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 19,057,195 shares outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed with the Commission on November 14, 2019.

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have not acquired or sold shares of Common Stock during the last 60 days.

 

 

(d) and (e). Not Applicable.

 

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

 

Item 6 of the Schedule 13D is hereby amended by the addition of the following:

 

The information set forth in Item 4 of the Schedule 13D with respect to the Backstop Agreement is incorporated by reference herein.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended by the addition of the following:

 

Exhibit 6

Backstop Agreement, dated November 14, 2019, by and between Williams Industrial Services Group Inc. and the Wynnefield Capital, Inc. (incorporated by reference to Exhibit 10.1 the Issuer’s Current Report on Form 8-K filed with the SEC on November 14, 2019)

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

	Dated: November 19, 2019
	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
	By:	Wynnefield Capital Management, LLC,
		its General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
	By:	Wynnefield Capital Management, LLC,
		its General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
	By:	Wynnefield Capital, Inc.,
		its Investment Manager
	By:	/s/ Nelson Obus
		Nelson Obus, President
	WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY PURCHASE PLAN
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Trustee
	WYNNEFIELD CAPITAL MANAGEMENT, LLC
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD CAPITAL, INC.
	By:	/s/ Nelson Obus
		Nelson Obus, President
		/s/ Nelson Obus
		Nelson Obus, Individually
		/s/ Joshua Landes
		Joshua Landes, Individually