ITEM
1. |
Security
and Issuer.
|
This
Statement relates to shares of Common Stock (“Common Stock”) of CTI Industries
Corporation (the “Company”). The Company’s principal executive offices are
located at 22160 N. Pepper Road, Barrington, IL 60010.
ITEM
2. |
Identity
and Background.
|
This
Statement is filed by John H. Schwan, an individual whose
business address 22160
N. Pepper Road, Barrington, IL 60010. Mr. Schwan is both
Chairman of the Board
and a Vice President of the Company. The address of the Company’s principal
executive offices is 22160 N. Pepper Road, Barrington, IL
60010. Mr. Schwan is a
citizen of the United States of America.
During
the past five years, Mr. Schwan has not been convicted in
a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor
has he been a party
to a civil proceeding of a judicial or administrative body
of competent
jurisdiction and as a result of such proceeding was or is
subject to a 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.
|
On
February 8, 2008, Mr. Schwan acquired 93,000 shares of Common
Stock through the
exercise of a warrant for the purchase of such shares at
the price of $4.87per
share. The warrant was issued on March 20, 2003 in connection
with the loan by
Mr. Schwan on an aggregate of $500,000 to the Company, the
principal amount of
which was reflected in subordinated notes issued to Mr. Schwan
by the Company.
The purchase price for the shares purchased by the exercise
of the warrant was
paid by the surrender and cancellation of $452,910 in principal
amount of such
notes. As of the date of this Statement, no arrangements
with third parties have
been made with respect to financing the acquisition of additional
shares of
Common Stock.
ITEM
4. |
Purpose
of Transaction.
|
Mr.
Schwan has acquired the shares of Common Stock indicated
herein solely for
investment purposes. Mr. Schwan may elect to acquire additional
shares of Common
Stock or to sell shares. Any such determination may be based
on a number of
factors, including the continued employment of Mr. Schwan
by the Company, the
continued attractiveness of investment in the Company at
then prevailing market
prices, the number of shares of Common Stock that are available
for purchase,
the price or prices thereof, general market conditions and
other similar
factors.
While
Mr.
Schwan reserves the right to develop plans or proposals in
the future with
respect to the following items, at the present time Mr. Schwan
has no plans or
proposals that relate to or would result in any of the following:
(a) An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the Company or any of its subsidiaries;
(b) Sale
or
transfer of a material amount of assets of the Company or
any of its
Subsidiaries;
(c) Any
change in the present Board of Directors or management of
the Company, including
any plans or proposals to change the number or term of directors
or to fill any
existing vacancies on the Board;
(d) Any
material change in the present capitalization or dividend
policy of the
Company;
(e) Any
other
material change in the Company’s business or corporate structure;
(f) Changes
in the Company’s charter, bylaws or instruments corresponding thereto or
other
actions which may impede the acquisition of control of the
Company by any
person;
(g) Causing
a
class of securities of the Company to be delisted from a
national securities
exchange or cease to be authorized to be quoted in an inter-dealer
quotation
system of a registered national securities association;
(h) A
class
of equity securities in the Company becoming eligible for
termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of
1934, as amended; or
(i) Any
action similar to any of those enumerated above.
ITEM
5. |
Interest
in Securities of the
Issuer.
|
Under
the
rules and regulations of the Securities and Exchange Commission,
Mr. Schwan may
be deemed to be the beneficial owner of a total of 576,840
shares of Common
Stock of the Company, representing approximately 21.11% of
the issued and
outstanding shares of Common Stock.
The
percentage of outstanding shares of Common Stock of the Company
set out in the
preceding paragraph is computed based on a total of 2,732,124
shares of Common
Stock outstanding as of February 15, 2008.
During
the past 60 days, Mr. Schwan has engaged in no other transactions
in shares of
Common Stock.
ITEM
6. |
Contracts,
Arrangements, Understandings or Relationships
With Respect to Securities
of the Issuer.
|
Mr.
Schwan is not a party to any contract, arrangement, understanding
or
relationship with any other person with respect to shares
of Common Stock,
including but not limited to transfer or voting of any of
the securities,
finder’s fees, joint ventures, loan or option arrangement, puts
or calls,
guarantees of profits, divisions of profits or loss, or the
giving or
withholding of proxies.
ITEM
7. |
Material
to be Filed as
Exhibits.
|
Not
applicable.
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.
|
|
February
15,
2008 |
|
|
Date |
|
|
|
|
|
/s/ John
H.
Schwan |
|
John
H. Schwan
|