UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
DiaSys Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
252838107
(CUSIP Number)
Morris Silverman
c/o MS Management Corporation
790 Estate Drive, Suite 100
Deerfield, Illinois 60015
(847) 919-4807
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 17, 2002
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morris Silverman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 781,250
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 1,377,256
9 SOLE DISPOSITIVE POWER
781,250
10 SHARED DISPOSITIVE POWER
1,377,256
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,158,506
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.22%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Silverman Family Trust U/A 12/13/90 (the "Silverman Trust")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 0
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 1,377,256
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,377,256
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,377,256
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.90%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marshall Witzel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 266,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
266,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.49%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. Virgil Waggoner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 450,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
450,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.26%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BH Capital Investments, L.P. ("BH Capital")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 0
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 309,667
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
309,667
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.90%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Excalibur Limited Partnership ("Excalibur")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 0
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 309,667
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
309,667
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.90%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeff Silverman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 125,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
125,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.17%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ron Foreman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 100,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
100,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.94%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Howard Bloom
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 31,200
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
31,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.29%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David Bloom
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 3,500
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
3,500
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alexi Bloom
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 5,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.05%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mark LeBoyer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 25,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
25,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.23%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ken Silverman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 50,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
50,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.47%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ken Grossman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 61,700
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
61,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.57%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard Kushnir
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 55,500
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
55,500
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.52%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Steve Witzel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 5,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morris Trust dated 12/31/92 (the "Morris Trust")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 60,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
60,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.56%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tamara Kushnir
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 10,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Judd Mills
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 10,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mills Investment Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 0
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 22,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.21%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Martin Gurvey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 10,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Betty Sobelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 5,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.05%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joan Witt
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 7,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
7,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.07%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Rudy Langer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 7,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
7,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.07%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marge Root
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 780
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
780
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kitty Wood
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 2,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
2,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Checco Family Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 1,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
1,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Emanuel Tabachnik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 22,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
22,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.21%
14 TYPE OF REPORTING PERSON
IA
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Philip Freedberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 2,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
2,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Corinne Freedberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 4,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
4,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ellen Wiselman Irrevocable Trust (the "Wiselman Trust")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 7,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
7,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.07%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Howard Freedberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 67,500
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
67,500
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.63%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Danielle Auslander Custodianship Account
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 2,700
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
2,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michelle Auslander Custodianship Account
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 2,700
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
2,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Zachary Auslander Custodianship Account
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 1,000
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 0
9 SOLE DISPOSITIVE POWER
1,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Essex Radez Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 0
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 71,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
71,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.67%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Millenium Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (e) / /
6 CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED 0
BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH: 44,320
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
44,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.42%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No.
252838107
Item 1. Security and Issuer.
Common Stock, par value $0.001 per share ("Common Stock")
DiaSys Corporation (the "Issuer")
81 West Main Street
Waterbury, Connecticut 06702
Item 2. Identity and Background.
(a) This Schedule 13D is being jointly filed by each of the following
persons: Danielle Auslander, Michelle Auslander, Zachary
Auslander, BH Capital, Alexi Bloom, David Bloom, Howard Bloom,
Checco Family Trust, Essex Radez Company, Excalibur, Ron Foreman,
Corinne Freedberg, Howard Freedberg, Philip Freedberg, Ken
Grossman, Martin Gurvey, Richard Kushnir, Tamara Kushnir, Rudy
Langer, Mark LeBoyer, Millenium Trust, Judd Mills, Mills
Investment Corp., the Morris Trust, Marge Root, Jeff Silverman,
Ken Silverman, Morris Silverman, the Silverman Trust, Betty
Sobelman, Emanuel Tabachnik, J. Virgil Waggoner, the Wiselman
Trust, Joan Witt, Marshall Witzel, Steve Witzel and Kitty Wood
(collectively, the "Filing Persons") pursuant to Rule 13d-1(k)(1)
promulgated by the Securities and Exchange Commission pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) Present Principal Occupation and Address of Principal Business
Location or Principal Office:
(1) Morris Silverman:Businessman
c/o MS Management Corporation
790 Estate Drive, Suite 100
Deerfield, Illinois 60015
(2) Marshall Witzel: Businessman
2445 Hybernia
Highland Park, Illinois 60035
(3) J. Virgil Waggoner: Businessman
c/o JVW Investments, Ltd.
1111 Bagby Street, Suite 2420
Houston, Texas 77002
(4) BH Capital: an Ontario, Canada limited partnership
175 Bloor Street East
South Tower, 7th Floor
Toronto, Ontario M4W 3R8
Canada
(5) Excalibur: an Ontario, Canada limited partnership
33 Prince Arthur Avenue
Toronto, Ontario M5R 1B2
Canada
(6) Howard Bloom: Businessman
5550 W. Touhy Avenue, Suite 300
Chicago, Illinois 60077
(7) Mark LeBoyer: Businessman
c/o MS Management Corporation
790 Estate Drive, Suite 100
Deerfield, Illinois 60015
(8) Jeff Silverman: Businessman
c/o MS Management Corporation
790 Estate Drive, Suite 100
Deerfield, Illinois 60015
(9) Ken Silverman: Businessman
c/o MS Management Corporation
790 Estate Drive, Suite 100
Deerfield, Illinois 60015
(10) Ron Foreman: Businessman
899 Skokie Blvd., Suite 314
Northbrook, Illinois 60062
(11) Richard Kushnir: Businessman
1901 Raymond Drive
Northbrook, Illinois 60062
(12) Steve Witzel: Doctor
4646 N. Marine Drive
Chicago, Illinois 60640
(13) Tamara Kushnir: Student
1901 Raymond Drive
Northbrook, Illinois 60062
(14) Morris Trust: Revocable trust
120 S. LaSalle, Suite 1340
Chicago, Illinois 60603
(15) Ken Grossman: Businessman
225 W. Hubbard Street, Suite 600
Chicago, Illinois 60610
(16) Judd Mills: Businessman
12261 Fairway Point Row
San Diego, California 92128
(17) The Silverman Trust: an Illinois trust
c/o MS Management Corporation
790 Estate Drive, Suite 100
Deerfield, Illinois 60015
(18) Mills Investment Corp., a California corporation
12261 Fairway Point Row
San Diego, California 92128
(19) Rudy Langer: Businessman
548 Rivershire Pl.
Lincolnshire, Illinois 60069
(20) Martin Gurvey: Businessman
1901 Raymond Drive
Northbrook, Illinois 60062
(21) Joan Witt: Retired
12266 King's Gate Square
San Diego, California 92128
(22) Emanuel Tabachnik: Investment Manager
930 Fisher Lane
Winnetka, Illinois 60093
(23) Corinne Freedberg: Housewife
1175 Lake Cook Road
Northbrook, Illinois 60062
(24) Philip Freedberg: Broker & Manufacturer's Rep.
1175 Lake Cook Road
Northbrook, Illinois 60062
(25) Howard Freedberg: Orthopedic Surgeon
4511 Deer Trail
Northbrook, Illinois 60062
(26) Wiselman Trust: Trust for Veterinary Assistant
412 Laurel Avenue
Wilmette, Illinois 60091
(27) Michelle Auslander Cust. Account
9185 Rose Terrace
Riverwoods, Illinois 60015
(28) Zachary Auslander Cust. Account
9185 Rose Terrace
Riverwoods, Illinois 60015
(29) Essex Radez Company, an Illinois corporation
440 S. LaSalle St., Room 1557
Chicago, Illinois 60605
(30) Millenium Trust, an Illinois trust
900 Asbury Drive
Buffalo Grove, Illinois 60089
(31) Betty Sobelman: Businesswoman
1901 Raymond Drive
Northbrook, Illinois 60062
(32) Checco Family Trust, a California trust
12119 Caminito Corriente
San Diego, California 92128
(33) Kitty Wood: Retired
12655 Treehill Place
Poway, California 92064
(34) Marge Root: Retired
17562 Bocage Point
San Diego, California 92128
(35) David Bloom: Student
5550 W. Touhy Avenue, Suite 300
Chicago, Illinois 60077
(36) Alexi Bloom: Student
5550 W. Touhy Avenue, Suite 300
Chicago, Illinois 60077
(37) Danielle Auslander Cust. Account
9185 Rose Terrace
Riverwoods, Illinois 60015
(c) During the past five years, none of the Filing Persons has been
convicted in a criminal proceeding, excluding traffic violations
or similar misdemeanors.
(d) During the last five years, none of the Filing Persons has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he or it was
or is subject to (i) a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) a finding of
any violation with respect to such laws.
(e) The Silverman Trust, Millenium Trust, Morrie Trust and Wiselman
Trust are trusts organized under the laws of the State of
Illinois. The Checco Family Trust is a trust organized under the
laws of California. BH Capital and Excalibur are Ontario, Canada
limited partnerships. Mills Investment Corp. is a corporation
organized under the laws of California. Essex Radez Company is a
corporation organized under the laws of Illinois.
The following are citizens of the United States: Danielle
Auslander, Michelle Auslander, Zachary Auslander, Alexi Bloom,
David Bloom, Howard Bloom, Ron Foreman, Corinne Freedberg, Howard
Freedberg, Philip Freedberg, Ken Grossman, Martin Gurvey, Richard
Kushnir, Tamara Kushnir, Rudy Langer, Mark LeBoyer, Judd Mills,
Marge Root, Morris Silverman, Jeff Silverman, Ken Silverman,
Betty Sobelman, J. Virgil Waggoner, Joan Witt, Marshall Witzel,
Steve Witzel and Kitty Wood.
Item 3. Source and Amount of Funds or Other Consideration.
(1) All of the Filing Persons used personal funds to purchase their
shares of the Issuer's common stock.
Item 4. Purpose of Transaction.
The Filing Persons jointly filing this Schedule 13D are stockholders of the
Issuer who are concerned about the poor performance and serious deficiencies of
the Issuer's management in recent years and the failure of present management
and the Issuer's Board of Directors to develop the Issuer. The Filing Persons
have entered into a Joint Filing Agreement, dated as of December 17, 2002, a
copy of which is filed with this Schedule 13D as Exhibit A, under which the
Filing Persons have agreed to file this Statement jointly in accordance with the
provisions of Rule 13d-1(k)(1) under the Act. The Filing Persons are members of
a group entitled the "Committee of Concerned Shareholders" which has agreed to
act for the purposes of conducting a proxy contest to effect a change in the
Issuer's Board of Directors. Specifically, the Filing Persons intend to seek the
election of Messrs. Sherwin Gilbert, Ken Grossman, Morris Silverman, Robert
Wigoda, Gregg Witchel and Marshall Witzel to the Issuer's Board of Directors.
Other than as disclosed above, none of the Filing Persons has any definite
plans regarding an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries. Each Filing
Person reserves the right to acquire additional shares of Common Stock, to
dispose of shares of Common Stock or to formulate other purposes, plans or
proposals deemed advisable regarding the Company. Furthermore, each Filing
Person reserves the right to change his, her or its intentions as expressed in
this Item 4 or take action other than the possible actions enumerated in this
Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The share ownership percentages described in this Schedule 13D
are based on 10,674,971 shares of the Issuer's common stock
being outstanding as of September 30, 2002, as reported by the
Issuer in its quarterly report on Form 10-QSB for the quarterly
period ending September 30, 2002 filed with the Securities and
Exchange Commission on November 14, 2002.
(1) The following table reflects the ownership of shares of the
Issuer's Common Stock owned by the Filing Persons as a
group. The table excludes shares which are indirectly owned
where the direct owner is also a Filing Person, and
therefore may not reflect all shares beneficially owned by
each individual Filing Person; see Items (2) through (8)
below for further information concerning beneficial
ownership:
Number of
Name Shares Percentage
---- --------- ----------
Danielle Auslander Custodianship Account 2,700 .03%
Michelle Auslander Custodianship Account 2,700 .03%
Zachary Auslander Custodianship Account 1,000 .01%
BH Capital Investments, L.P. 309,667 2.90%
Alexi Bloom 5,000 .05%
David Bloom 3,500 .03%
Howard Bloom 31,200 .29%
Checco Family Trust 1,000 .01%
Essex Radez Company 71,000 .67%
Excalibur Limited Partnership 309,667 2.90%
Ron Foreman 100,000 .94%
Corinne Freedberg 4,000 .04%
Howard Freedberg 67,500 .63%
Philip Freedberg 2,000 .02%
Ken Grossman 61,700 .57%
Martin Gurvey 10,000 .09%
Richard Kushnir 55,500 .52%
Tamara Kushnir 10,000 .09%
Rudy Langer 7,000 .07%
Mark LeBoyer 25,000 .23%
Millenium Trust 44,320 .42%
Mills Investment Corp. 22,800 .21%
Judd Mills 10,000 .09%
Morris Trust dated 12/31/92 60,000 .56%
Marge Root 780 .01%
Silverman Family Trust U/A 12/13/90 1,377,256 12.90%
Jeff Silverman 125,000 1.17%
Ken Silverman 50,000 .47%
Morris Silverman 781,250 7.32%
Betty Sobelman 5,000 .05%
Emanuel Tabachnik 22,000 .21%
J. Virgil Waggoner 450,000 4.26%
Ellen Wiselman Irrevocable Trust 7,000 .07%
Joan Witt 7,000 .07%
Marshall Witzel 266,000 2.49%
Steve Witzel 5,000 .05%
Kitty Wood 2,000 .02%
--------- -----
4,315,540 40.49%
========= =====
(2) Danielle Auslander: Ms. Auslander beneficially owns 2,700 shares
of the Issuer's common stock, all of which she owns directly
through a custodianship account.
(3) Michelle Auslander: Ms. Auslander beneficially owns 2,700 shares
of the Issuer's common stock, all of which she owns directly
through a custodianship account.
(4) Zachary Auslander: Mr. Auslander beneficially owns 1,000 shares
of the Issuer's common stock, all of which he owns directly
through a custodianship account.
(5) BH Capital: BH Capital beneficially owns 309,667 shares of the
Issuer's common stock, all of which it owns directly.
(6) Alexi Bloom: Ms. Bloom beneficially owns 5,000 shares of the
Issuer's common stock, all of which she owns directly.
(7) David Bloom: Mr. Bloom beneficially owns 3,500 shares of the
Issuer's common stock, all of which he owns directly.
(8) Howard Bloom: Mr. Bloom beneficially owns 31,200 shares of the
Issuer's common stock, all of which she owns directly.
(9) Checco Family Trust: The Checco Family Trust beneficially owns
1,000 shares of the Issuer's common stock, all of which it owns
directly.
(10) Essex Radez Company: Essex Radez Company beneficially owns 71,000
shares of the Issuer's common stock, all of which it owns
directly.
(11) Excalibur: Excalibur beneficially owns 309,667 shares of the
Issuer's common stock, all of which it owns directly.
(12) Ron Foreman: Mr. Foreman beneficially owns 100,000 shares of the
Issuer's common stock, all of which he owns directly.
(13) Corinne Freedberg: Ms. Freedberg beneficially owns 4,000 shares
of the Issuer's common stock, all of which she owns directly.
(14) Howard Freedberg: Mr. Freedberg beneficially owns 67,500 shares
of the Issuer's common stock, all of which he owns directly.
(15) Philip Freedberg: Mr. Freedberg beneficially owns 2,000 shares of
the Issuer's common stock, all of which he owns directly.
(16) Ken Grossman: Mr. Grossman beneficially owns 61,700 shares of the
Issuer's common stock, all of which he owns directly.
(17) Martin Gurvey: Mr. Gurvey beneficially owns 10,000 shares of the
Issuer's common stock, all of which he owns directly.
(18) Richard Kushnir:Mr. Kushnir beneficially owns 55,500 shares of
the Issuer's common stock, all of which he owns directly.
(19) Tamara Kushnir: Ms. Kushnir beneficially owns 10,000 shares of
the Issuer's common stock, all of which she owns directly.
(20) Rudy Langer: Mr. Langer beneficially owns 7,000 shares of the
Issuer's common stock, all of which he owns directly.
(21) Mark LeBoyer: Mr. LeBoyer beneficially owns 25,000 shares of the
Issuer's common stock, all of which he owns directly.
(22) Millenium Trust: The Millenium Trust beneficially owns 44,320
shares of the Issuer's common stock, all of which it owns
directly.
(23) Judd Mills: Mr. Mills beneficially owns 10,000 shares of the
Issuer's common stock, all of which he owns directly. Mr. Mills
disclaims beneficial ownership of shares held by other Filing
Persons.
(24) Mills Investment Corp.: Mills Investment Corp. beneficially owns
22,800 shares of the Issuer's common stock, all of which it owns
directly.
(25) Morris Trust: The Morris Trust beneficially owns 60,000 shares of
the Issuer's common stock, all of which it owns directly.
(26) Marge Root: Ms. Root beneficially owns 780 shares of the Issuer's
common stock, all of which she owns directly.
(27) Jeff Silverman: Mr. Silverman beneficially owns 125,000 shares of
the Issuer's common stock, all of which he owns directly.
(28) Ken Silverman: Mr. Silverman beneficially owns 50,000 shares of
the Issuer's common stock, all of which he owns directly.
(29) Morris Silverman: Mr. Silverman beneficially owns 781,250 shares
of the Issuer's common stock, all of which he owns directly. Mr.
Silverman disclaims beneficial ownership of shares held by other
Filing Persons.
(30) Silverman Family Trust: The Silverman Family Trust beneficially
owns 1,377,256 shares of the Issuer's common stock, all of which
it owns directly.
(31) Betty Sobelman: Ms. Sobelman beneficially owns 5,000 shares of
the Issuer's common stock, all of which she owns directly.
(32) Emanuel Tabachnik: Mr. Tabachnik beneficially owns 22,000 shares
of the Issuer's common stock, all of which are indirectly owned
through the Emanuel Tabachnik Profit Sharing Plan.
(33) J. Virgil Waggoner: Mr. Waggoner beneficially owns 450,000 shares
of the Issuer's common stock, all of which he owns directly.
(34) Wiselman Trust: The Wiselman Trust beneficially owns 7,000 shares
of the Issuer's common stock, all of which it owns directly.
(35) Joan Witt: Ms. Witt beneficially owns 7,000 shares of the
Issuer's common stock, all of which she owns directly.
(36) Marshall Witzel: Mr. Witzel beneficially owns 266,000 shares of
the Issuer's common stock, all of which he owns directly.
(37) Steve Witzel: Mr. Witzel beneficially owns 5,000 shares of the
Issuer's common stock, all of which he owns directly.
(38) Kitty Wood: Ms. Wood beneficially owns 2,000 shares of the
Issuer's common stock, all of which she owns directly.
(b) The number of shares of the Issuer's common stock that each
Filing Person had the sole power to vote or direct the vote,
shared power to vote or direct the vote, and sole or shared power
to dispose of or direct the disposition of Issuer's common stock
as of the date hereof is as follows:
(1) Danielle Auslander: has the sole power to direct the vote of and
dispose of 700 shares of the Issuer's common stock.
(2) Michelle Auslander: has the sole power to direct the vote of and
dispose of 2,700 shares of the Issuer's common stock.
(3) Zachary Auslander: has the sole power to direct the vote of and
dispose of 1,000 shares of the Issuer's common stock.
(4) BH Capital: has the shared power to direct the vote of and
dispose of 309,667 shares of the Issuer's common stock.
(5) Alexi Bloom: has the sole power to direct the vote of and dispose
of 5,000 shares of the Issuer's common stock.
(6) David Bloom: has the sole power to direct the vote of and dispose
of 3,500 shares of the Issuer's common stock.
(7) Howard Bloom: has the sole power to direct the vote of and
dispose of 31,200 shares of the Issuer's common stock.
(8) Checco Family Trust: has the sole power to direct the vote of and
dispose of 1,000 shares of the Issuer's common stock.
(9) Essex Radez Company: has the sole power to direct the vote of and
dispose of 71,000 shares of the Issuer's common stock.
(10) Excalibur: has the shared power to direct the vote of and dispose
of 309,667 shares of the Issuer's common stock.
(11) Ron Foreman: has the sole power to direct the vote of and dispose
of 100,000 shares of the Issuer's common stock.
(12) Corinne Freedberg: has the sole power to direct the vote of and
dispose of 4,000 shares of the Issuer's common stock.
(13) Howard Freedberg: has the sole power to direct the vote of and
dispose of 67,500 shares of the Issuer's common stock.
(14) Philip Freedberg: has the sole power to direct the vote of and
dispose of 2,000 shares of the Issuer's common stock.
(15) Ken Grossman: has the sole power to direct the vote of and
dispose of 61,700 shares of the Issuer's common stock.
(16) Martin Gurvey: has the sole power to direct the vote of and
dispose of 10,000 shares of the Issuer's common stock.
(17) Richard Kushnir:has the sole power to direct the vote of and
dispose of 55,500 shares of the Issuer's common stock.
(18) Tamara Kushnir: has the sole power to direct the vote of and
dispose of 10,000 shares of the Issuer's common stock.
(19) Rudy Langer: has the sole power to direct the vote of and dispose
of 7,000 shares of the Issuer's common stock.
(20) Mark LeBoyer: has the sole power to direct the vote of and
dispose of 25,000 shares of the Issuer's common stock.
(21) Millenium Trust: has the sole power to direct the vote of and
dispose of 44,320 shares of the Issuer's common stock.
(22) Judd Mills: has the sole power to direct the vote of and dispose
of 10,000 shares of the Issuer's common stock.
(23) Mills Investment Corp.: has the shared power to direct the vote
of and dispose of 22,800 shares of the Issuer's common stock.
(24) Morris Trust: has the sole power to direct the vote of and
dispose of 60,000 shares of the Issuer's common stock.
(25) Marge Root: has the sole power to direct the vote of and dispose
of 780 shares of the Issuer's common stock.
(26) Jeff Silverman: has the sole power to direct the vote of and
dispose of 125,000 shares of the Issuer's common stock.
(27) Ken Silverman: has the sole power to direct the vote of and
dispose of 50,000 shares of the Issuer's common stock.
(28) Morris Silverman: has the sole power to direct the vote of and
dispose of 781,250 shares of the Issuer's common stock.
(29) Silverman Family Trust: has the sole power to direct the vote of
and dispose of 1,377,256 shares of the Issuer's common stock.
(30) Betty Sobelman: has the sole power to direct the vote of and
dispose of 5,000 shares of the Issuer's common stock.
(31) Emanuel Tabachnik: has the sole power to direct the vote of and
dispose of 22,000 shares of the Issuer's common stock.
(32) J. Virgil Waggoner: has the sole power to direct the vote of and
dispose of 450,000 shares of the Issuer's common stock.
(33) Wiselman Trust: has the sole power to direct the vote of and
dispose of 7,000 shares of the Issuer's common stock.
(34) Joan Witt: has the sole power to direct the vote of and dispose
of 7,000 shares of the Issuer's common stock.
(35) Marshall Witzel: has the sole power to direct the vote of and
dispose of 266,000 shares of the Issuer's common stock.
(36) Steve Witzel: has the sole power to direct the vote of and
dispose of 5,000 shares of the Issuer's common stock.
(37) Kitty Wood: has the sole power to direct the vote of and dispose
of 2,000 shares of the Issuer's common stock.
(c) The following Filing Persons effected transactions with Issuer's
common stock during the past sixty (60) days:
Ron Foreman sold an aggregate of 60,000 shares of Issuer's common
stock in a series of transactions that occurred during December
9, 2002, through December 13, 2002, for approximately $0.74 per
share.
Ken Grossman sold 40,000 shares of Issuer's common stock on
December 12, 2002, for approximately $0.74 per share.
(d) No person, other than a Filing Person, is known to have the right
to receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of the Issuer's common
stock beneficially owned by the Filing Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Silverman Trust purchased 977,256 shares of the Issuer's common stock
at a purchase price of $0.673 per share pursuant to that certain Stock Purchase
Agreement dated as of April 1, 2002 among the Issuer, the officers and directors
of the Issuer, the Trust, BH Capital Investments, L.P. and Excalibur Limited
Partnership. The purpose of the Stock Purchase Agreement was to facilitate the
sale of an aggregate of 2,228,812 shares of the Issuer's common stock.
Morris Silverman purchased 781,250 shares of the Issuer's common stock at a
purchase price of $0.64 per share and acquired warrants to purchase an
additional 117,188 shares of the Issuer's common stock at an exercise price of
$0.88 per share pursuant to that certain Securities Agreement dated as of June
27, 2002 between Morris Silverman and the Issuer.
Item 7. Material to be filed as Exhibits.
A joint filing statement is filed as Exhibit A to this Schedule 13D.
Signatures
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.
December 17, 2002
Danielle Auslander Custodianship Account
By: /s/ Roberta Auslander
----------------------------------------
Its: Trustee
Michelle Auslander Custodianship Account
By: /s/ Roberta Auslander
----------------------------------------
Its: Trustee
Zachary Auslander Custodianship Account
By: /s/ Nathan Auslander
----------------------------------------
Its: Trustee
BH Capital Investments, L.P., an Ontario,
Canada limited partnership
By: /s/ Henry Brachfeld
----------------------------------------
Its: President
----------------------------------------
/s/ Alexi Bloom
---------------------------------------------
Alexi Bloom
/s/ David Bloom
---------------------------------------------
David Bloom
/s/ Howard Bloom
---------------------------------------------
Howard Bloom
Checco Family Trust
By: /s/ James Checco
----------------------------------------
Its: Trustee
Essex Radez Company
By: /s/ Steve Radez
----------------------------------------
Its: President
----------------------------------------
Excalibur Limited Partnership, an Ontario,
Canada limited partnership
By: /s/ William Hechter
----------------------------------------
Its: Director
----------------------------------------
/s/ Ron Foreman
---------------------------------------------
Ron Foreman
/s/ Corinne Freedberg
---------------------------------------------
Corinne Freedberg
/s/ Howard Freedberg
---------------------------------------------
Howard Freedberg
/s/ Philip Freedberg
---------------------------------------------
Philip Freedberg
/s/ Ken Grossman
---------------------------------------------
Ken Grossman
/s/ Martin Gurvey
---------------------------------------------
Martin Gurvey
/s/ Richard Kushnir
---------------------------------------------
Richard Kushnir
/s/ Tamara Kushnir
---------------------------------------------
Tamara Kushnir
/s/ Rudy Langer
---------------------------------------------
Rudy Langer
/s/ Mark LeBoyer
---------------------------------------------
Mark LeBoyer
Millenium Trust
By: /s/ Craig Rappin
----------------------------------------
Its: Trustee
/s/ Judd Mills
---------------------------------------------
Judd Mills
Mills Investment Corp.
By: /s/ Steven Mills
----------------------------------------
Its: President
----------------------------------------
Morris Trust dated 12/31/92
By: /s/ Morris Weiser
----------------------------------------
Its: Trustee
/s/ Marge Root
---------------------------------------------
Marge Root
/s/ Jeff Silverman
---------------------------------------------
Jeff Silverman
/s/ Ken Silverman
---------------------------------------------
Ken Silverman
/s/ Morris Silverman
---------------------------------------------
Morris Silverman
The Silverman Family Trust dated 12/13/90
By: /s/ Morris Silverman
----------------------------------------
Its: Trustee
/s/ Betty Sobelman
---------------------------------------------
Betty Sobelman
/s/ Emanuel Tabachnik
---------------------------------------------
Emanuel Tabachnik
/s/ J. Virgil Waggoner
---------------------------------------------
J. Virgil Waggoner
Wiselman Irrevocable Trust
By: /s/ Lori Komisar
----------------------------------------
Its: Trustee
/s/ Joan Witt
---------------------------------------------
Joan Witt
/s/ Marshall Witzel
---------------------------------------------
Marshall Witzel
/s/ Steve Witzel
---------------------------------------------
Steve Witzel
/s/ Kitty Wood
---------------------------------------------
Kitty Wood
EXHIBIT A TO SCHEDULE 13D
DATED December 17, 2002
JOINT FILING AGREEMENT
Danielle Auslander, Michelle Auslander, Zachary Auslander, BH Capital
Investments, L.P., Alexi Bloom, David Bloom, Howard Bloom, Checco Family Trust,
Essex Radez Company, Excalibur Limited Partnership, Ron Foreman, Corinne
Freedberg, Howard Freedberg, Philip Freedberg, Ken Grossman, Martin Gurvey,
Richard Kushnir, Tamara Kushnir, Rudy Langer, Mark LeBoyer, Millenium Trust,
Judd Mills, Mills Investment Corp., the Morris Trust dated 12/31/92, Marge Root,
Jeff Silverman, Ken Silverman, Morris Silverman, the Silverman Trust, Betty
Sobelman, Emanuel Tabachnik, J. Virgil Waggoner, the Wiselman Irrevocable Trust,
Joan Witt, Marshall Witzel, Steve Witzel and Kitty Wood (each, a "Filing
Person") hereby agree that the Amendment to Schedule 13D to which this statement
is attached is filed on behalf of each Filing Person and that any amendments to
this Amendment to Schedule 13D may be filed on behalf of each Filing Person.
December 17, 2002
Signature Pages To Follow
Danielle Auslander Custodianship Account
By: /s/ Roberta Auslander
----------------------------------------
Its: Trustee
Michelle Auslander Custodianship Account
By: /s/ Roberta Auslander
----------------------------------------
Its: Trustee
Zachary Auslander Custodianship Account
By: /s/ Nathan Auslander
----------------------------------------
Its: Trustee
BH Capital Investments, L.P., an Ontario,
Canada limited partnership
By: /s/ Henry Brachfeld
----------------------------------------
Its: President
----------------------------------------
/s/ Alexi Bloom
---------------------------------------------
Alexi Bloom
/s/ David Bloom
---------------------------------------------
David Bloom
/s/ Howard Bloom
---------------------------------------------
Howard Bloom
Checco Family Trust
By: /s/ James Checco
----------------------------------------
Its: Trustee
Essex Radez Company
By: /s/ Steve Radez
----------------------------------------
Its: President
----------------------------------------
Excalibur Limited Partnership, an Ontario,
Canada limited partnership
By: /s/ William Hechter
----------------------------------------
Its: Director
----------------------------------------
/s/ Ron Foreman
---------------------------------------------
Ron Foreman
/s/ Corinne Freedberg
---------------------------------------------
Corinne Freedberg
/s/ Howard Freedberg
---------------------------------------------
Howard Freedberg
/s/ Philip Freedberg
---------------------------------------------
Philip Freedberg
/s/ Ken Grossman
---------------------------------------------
Ken Grossman
/s/ Martin Gurvey
---------------------------------------------
Martin Gurvey
/s/ Richard Kushnir
---------------------------------------------
Richard Kushnir
/s/ Tamara Kushnir
---------------------------------------------
Tamara Kushnir
/s/ Rudy Langer
---------------------------------------------
Rudy Langer
/s/ Mark LeBoyer
---------------------------------------------
Mark LeBoyer
Millenium Trust
By: /s/ Craig Rappin
----------------------------------------
Its: Trustee
/s/ Judd Mills
---------------------------------------------
Judd Mills
Mills Investment Corp.
By: /s/ Steven Mills
----------------------------------------
Its: President
----------------------------------------
Morris Trust dated 12/31/92
By: /s/ Morris Weiser
----------------------------------------
Its: Trustee
/s/ Marge Root
---------------------------------------------
Marge Root
/s/ Jeff Silverman
---------------------------------------------
Jeff Silverman
/s/ Ken Silverman
---------------------------------------------
Ken Silverman
/s/ Morris Silverman
---------------------------------------------
Morris Silverman
The Silverman Family Trust dated 12/13/90
By: /s/ Morris Silverman
----------------------------------------
Its: Trustee
/s/ Betty Sobelman
---------------------------------------------
Betty Sobelman
/s/ Emanuel Tabachnik
---------------------------------------------
Emanuel Tabachnik
/s/ J. Virgil Waggoner
---------------------------------------------
J. Virgil Waggoner
Wiselman Irrevocable Trust
By: /s/ Lori Komisar
----------------------------------------
Its: Trustee
/s/ Joan Witt
---------------------------------------------
Joan Witt
/s/ Marshall Witzel
---------------------------------------------
Marshall Witzel
/s/ Steve Witzel
---------------------------------------------
Steve Witzel
/s/ Kitty Wood
---------------------------------------------
Kitty Wood