SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. 3) 1
(Name
of Issuer)
(Title
of Class of Securities)
(CUSIP
Number)
Gary
Herman
c/o
Strategic Turnaround Equity Partners, L.P. (Cayman)
720
Fifth Avenue, 10th
Floor
New
York, New York 10019
(212)
247-0581
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(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 Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following
box. X
Note. Schedules
filed in paper format shall include a signed original and five copies of
the
schedule, including all exhibits.
See
Rule
13d-7(b) for other parties to whom copies are to be sent.
1
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
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).
(Continued
on following pages)
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
Strategic
Turnaround Equity Partners, L.P. (Cayman)
98-0498777
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
or 2 (e)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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(1) |
On
the basis of 43,777,151 shares of Common Stock reported by the
Company to
be issued and outstanding as of November 10, 2006 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange
Commission on November 14,
2006.
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
Galloway
Capital Management LLC 90-0000838
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
or 2 (e)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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SHARED
VOTING POWER
3,955,590
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SHARED
DISPOSITIVE POWER
3,955,590
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,955,590
(1)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.00%
(1)
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TYPE
OF REPORTING PERSON
OO
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(1) |
On
the basis of 43,777,151 shares of Common Stock reported by the
Company to
be issued and outstanding as of November 10, 2006 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange
Commission on November 14,
2006.
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
Gary
L. Herman N/A
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
or 2 (e)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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SOLE
VOTING POWER
60,000(1)
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SHARED
VOTING POWER
3,955,590
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SOLE
DISPOSITIVE POWER
60,000(1)
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SHARED
DISPOSITIVE POWER
3,955,590
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,015,590
(1)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.17%
(2)
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TYPE
OF REPORTING PERSON
IN
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(1) |
This
includes 30,000 shares of common stock held by the Gary Herman,
IRA.
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(2)
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On
the basis of 43,777,151 shares of Common Stock reported by the
Company to
be issued and outstanding as of November 10, 2006 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange
Commission on November 14,
2006.
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
Bruce
Galloway N/A
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
or 2 (e)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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SOLE
VOTING POWER
864,199(1)
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SHARED
VOTING POWER
3,955,590
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SOLE
DISPOSITIVE POWER
864,199
(1)
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SHARED
DISPOSITIVE POWER
3,955,590
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,819,789
(1)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.00%
(2)
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TYPE
OF REPORTING PERSON
IN
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(1) |
This
includes 748,749 shares of common stock held by Mr. Galloway through
the
Bruce Galloway, IRA, 55,000 shares of common stock owned by Mr.
Galloway’s
children, Justin and Alana, for which Mr. Galloway has the power
to vote
and dispose and 60,450 by RexonGalloway Capital Growth, LLC for
which Mr.
Galloway retains full investment and voting
discretion.
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(2) |
On
the basis of 43,777,151 shares of Common Stock reported by the
Company to
be issued and outstanding as of November 10, 2006 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange
Commission on November 14,
2006.
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Item
1. |
Security
and Issuer.
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The
class
of equity securities to which this statement relates is the common stock,
no par
value, (the “Common Stock”) of Stonepath Group, Inc., a Delaware corporation,
(the “Company”). The principal executive offices of the Company are located at
World Trade Center, 2200 Alaskan Way, Suite 200, Seattle, WA 98121.
Item
2.
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Identity
and Background.
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This
statement is being filed jointly by Strategic Turnaround Equity Partners,
L.P.
(Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman
(collectively, the “Reporting Persons”).
Strategic
Turnaround Equity Partners, L.P. (Cayman), is a Delaware limited liability
partnership and is a fund focused on investing primarily in undervalued public
equities. Galloway Capital Management LLC is a Delaware limited liability
company principally engaged in serving as the general partner of Strategic
Turnaround Equity Partners, L.P. (Cayman). Gary L. Herman and Bruce Galloway
are
citizens of the United States, managing members of Galloway Capital Management
LLC and Mr. Galloway is a holder of the majority of the membership interests
in
Galloway Capital Management LLC, and is a holder of the majority of the
partnership interests in Strategic Turnaround Equity Partners, L.P. (Cayman)
The
name
and positions of the executive officers and directors of each of the Reporting
Persons are set forth below. Other than as listed in Item 5 of this Report,
each
executive officer and director listed below disclaims beneficial ownership
of
the shares of Common Stock beneficially owned by the Reporting
Persons.
Strategic
Turnaround Equity Partners, L.P. (Cayman)
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Cayman Islands
limited partnership
General
Partner - Galloway Capital Management LLC
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Galloway
Capital Management LLC
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Delaware
limited liability company
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Managing
Member - Gary L. Herman
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Managing
Member - Bruce Galloway
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Bruce
Galloway
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Citizenship
- United States
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Managing
Member - Galloway Capital Management LLC
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Managing
Member - Strategic Turnaround Equity Partners, L.P.
(Cayman)
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Gary
L. Herman
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Citizenship
- United States
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Managing
Member - Galloway Capital Management LLC
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Managing
Member - Strategic Turnaround Equity Partners, L.P.
(Cayman)
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The
address of the principal business office of Strategic Turnaround Equity
Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway
and
Gary Herman is c/o Strategic Turnaround Equity Partners, L.P. (Cayman), 720
Fifth Avenue, 10th
Floor,
New York, New York 10019.
During
the last five years, neither the Reporting Persons nor any executive officer
or
director of the Reporting Persons have (i) been convicted in any criminal
proceeding or (ii) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was
subject to any 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.
Item
3. |
Source
and Amount of Funds or Other
Consideration.
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The
shares of Common Stock owned directly and indirectly by the Reporting Persons
were purchased with working capital of Strategic Turnaround Equity Partners,
L.P
(Cayman) and the personal investment capital of Messrs. Galloway and
Herman.
Item
4.
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Purpose
of Transaction.
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All
of
the shares of Common Stock reported herein were acquired for investment
purposes. On each of the following dates and at the following prices per
share,
Strategic Turnaround Equity Partners, L.P. (Cayman) made purchases or
dispositions of Common Stock on the open market with its working
capital:
Date
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Number
of Shares Acquired (Disposed)
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Price
Per Share
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3/29/07
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30,000
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$0.1998
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3/30/07
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30,000
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$0.2000
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4/05/07
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99,100
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$0.1300
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4/18/07
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(145,400)
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$0.1142
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Other
than as set forth below, the Reporting Persons currently have no plan or
proposal which relates to or would result in any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to
this
Report.
On
Mayl 1
2007, the Reporting Persons sent a letter to the Board of Directors seeking
the
resignation of the current board members and seeking to appoint a slate of
directors recommended by the two largest equity shareholders. In addition,
the
Reporting Persons asked how management will respond to the default letters,
and
what proactive steps management is undertaking to seek financing alternatives
for the company. A copy of the letter is attached as Exhibit 1.
Item
5.
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Interest
in Securities of the
Issuer.
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(a)
and
(b)
As
of the
date hereof, Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway
Capital Management LLC (as the general partner of Strategic Turnaround Equity
Partners, L.P. (Cayman)), Bruce Galloway and Gary L. Herman (as a Managing
Members of Galloway Capital Management LLC) are deemed to beneficially own
an
aggregate of 3,955,590 shares of Common Stock, representing approximately
9.00%
of the number of shares of Common Stock stated to be outstanding by
the
Company
in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on November 14, 2006. Strategic Turnaround Equity Partners, L.P.
(Cayman) is deemed to be the direct beneficial owner of 3,955,590 shares
of
Common Stock. Galloway Capital Management LLC is deemed to be the indirect
beneficial owner of 3,955,590 shares of Common Stock. Bruce Galloway and
Gary L.
Herman are deemed to be the indirect beneficial owners of 3,941,890 shares
of
Common Stock. Each of Galloway Capital Management LLC, Bruce Galloway and
Gary
L. Herman disclaim beneficial ownership of the shares of Common Stock directly
beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman)
(except for (i) the indirect interest of Galloway Capital Management LLC
by
virtue of being the general partner of Strategic Turnaround Equity Partners,
L.P. (Cayman), (ii) the indirect interests of Bruce Galloway and Gary L.
Herman
by virtue of being members of Galloway Capital Management LLC, and (iii)
the
indirect interests of Bruce Galloway and Gary L. Herman by virtue of being
limited partners of Strategic Turnaround Equity Partners, L.P. (Cayman).
Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway have shared
power to direct the vote and shared power to direct the disposition of these
shares of Common Stock.
Of
the
total 864,199 shares of common stock directly held by Mr. Galloway, 748,740
are
held by Mr. Galloway through the Bruce Galloway, IRA, 55,000 shares of common
stock are owned by Mr. Galloway’s children, Justin and Alana, for which Mr.
Galloway has the power to vote and dispose, and 60,450 shares of common stock
are
held
by RexonGalloway Capital Growth, an investment company in which Mr. Galloway
is
a member ("RexonGalloway") and for which Mr. Galloway retains full investment
and voting discretion.
Gary
L.
Herman directly beneficially owns 60,000 shares of common stock, 30,000 shares
of which are held individually and 30,000 shares are held through the Gary
Herman, IRA.
(c)
Other
than as set forth in this Report, the Reporting Persons and the executive
officers and directors listed in Item 2 have not effected any transactions
in
the shares of the Company’s equity securities within the past 60
days.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships With the
Issuer.
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Except
as
described herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons named in
Item 2
hereof and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any other securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies.
Item
7.
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Material
to be Filed as Exhibits.
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Exhibit
1
is a letter to the Board of Directors dated May 1, 2007.
SIGNATURE
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.
Strategic
Turnaround Equity Partners, L.P. (Cayman)
May
1,
2007
Name:
Gary Herman
Title:
Managing Member of Galloway Capital
Management
LLC, the General Partner of Strategic
Turnaround
Equity Partners, L.P. (Cayman)
Galloway
Capital Management, LLC
May
1,
2007
Name:
Bruce Galloway
Title:
Managing Member
May
1,
2007
Bruce
Galloway
May
1,
2007
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on
behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement,
provided,
however,
that a
power of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his
signature.
Attention.
Intentional
misstatements or omissions of fact constitute Federal criminal violations
(See
18
U.S.C.
1001).