UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CRYO-CELL International, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
228895108
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(Cusip Number)
Steven T. Lanter, Esq.
Luse Gorman Pomerenk & Schick, PC
5335 Wisconsin Avenue, NW, Suite 400
Washington, D.C. 20015
(202) 274-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 2006
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(Date of Event Which Requires Filing of this Statement)
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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 ss.ss.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 ss.240.13d-7 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 reminder 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).
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
David Portnoy N/A
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
PF, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
United States of America
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7. Sole Voting Power:
284,242
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 284,242
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10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
284,242
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
2.4%
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14. Type of Reporting Person (See Instructions):
IN, HC
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
Focus Financial Corp.
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
Florida
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7. Sole Voting Power:
9,351
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 9,351
-----------------------------------------------------------
10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,351
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
0.1%
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14. Type of Reporting Person (See Instructions):
CO
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
Visual Investment Corp.
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
Delaware
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7. Sole Voting Power:
80,000
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 80,000
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10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
80,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
0.7%
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14. Type of Reporting Person (See Instructions):
CO
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
Partner Community, Inc.
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
Delaware
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7. Sole Voting Power:
139,600
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 139,600
-----------------------------------------------------------
10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
139,600
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
1.2%
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14. Type of Reporting Person (See Instructions):
CO
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
Jamie H. Zidell N/A
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
United States of America
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7. Sole Voting Power:
137,201
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 137,201
-----------------------------------------------------------
10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
137,201
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
1.2%
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14. Type of Reporting Person (See Instructions):
IN
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
Mayim Investment Limited
Partnership
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
Delaware
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7. Sole Voting Power:
81,085
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 81,085
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10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
81,085
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
0.7%
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14. Type of Reporting Person (See Instructions):
PN
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
David Ruttenberg
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
United States of America
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7. Sole Voting Power:
60,390
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 60,390
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10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
60,390
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
0.5%
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14. Type of Reporting Person (See Instructions):
IN
CUSIP No. 228895108
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1. Name of Reporting Person: I.R.S. Identification Nos. of above persons
(entities only):
Liza Amar
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X}
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): [ ]
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6. Citizenship or Place of Organization:
United States of America
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7. Sole Voting Power:
23,626
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Number of 8. Shared Voting Power:
Shares 0
Beneficially
Owned by -----------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power:
Person With 23,626
-----------------------------------------------------------
10. Shared Dispositive Power:
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
23,626
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
0.2%
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14. Type of Reporting Person (See Instructions):
IN
CUSIP No. 228895108
Item 1. Security and Issuer.
------ -------------------
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.01 per share (the "Common Stock"), of CRYO-CELL
International, Inc., a Delaware corporation ("CCII"). The address of the
principal executive offices of CCII is 700 Brooker Creek Blvd., Suite 1800,
Oldsmar, FL 34677.
Item 2. Identity and Background.
------ -----------------------
This constitutes Amendment No. 1 to the Statement on Schedule 13D filed
jointly on January 25, 2005, and is filed jointly by: (1) David Portnoy; (2)
Focus Financial Corp., a Florida corporation; (3) Visual Investment Corp., a
Delaware corporation; (4) Partner Community, Inc., a Delaware corporation; (5)
Jamie H. Zidell; (6) Mayim Investment Limited Partnership, a Delaware limited
partnership; (7) David Ruttenberg; and (8) Liza Amar (sometimes hereinafter
collectively referred to as the "Reporting Persons"). However, each Reporting
Person disclaims beneficial ownership of the shares owned by the other Reporting
Persons.
1. David Portnoy
(a)-(b) This Statement is being filed by David Portnoy, an individual. The
business address of Mr. Portnoy is 52 Camden Drive, Bal Harbour, Florida 33154.
(c) Mr. Portnoy is the sole officer and director of Focus Financial Corp.,
a corporation which invests in various businesses. The business address of Focus
Financial Corp. is 52 Camden Drive, Bal Harbour, Florida 33154.
(d) During the past five years, Mr. Portnoy has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Portnoy has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which he 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.
(f) Mr. Portnoy is a United States citizen.
2. Focus Financial Corp.
(a)-(c) This Statement is being filed by Focus Financial Corp., a Florida
corporation ("FFC"). The address of FFC is 52 Camden Drive, Bal Harbour, Florida
33154. The principal business of FFC is investing in various businesses.
(d) During the past five years, FFC has not been convicted in a criminal
proceeding.
(e) During the past five years, FFC has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which it 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.
(f) Not applicable.
3. Visual Investment Corp.
(a)-(c) This Statement is being filed by Visual Investment Corp., a
Delaware corporation ("VIC"). The address of VIC is 52 Camden Drive, Bal
Harbour, Florida 33154. The principal business of VIC is to provide investment
management services to individuals. David Portnoy is the sole officer and
director of VIC.
(d) During the past five years, VIC has not been convicted in a criminal
proceeding.
CUSIP No. 228895108
(e) During the past five years, VIC has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which it 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.
(f) Not applicable.
4. Partner Community, Inc.
(a)-(c) This Statement is being filed by Partner Community, Inc., a
Delaware corporation ("PCI"). The address of PCI is 901 Yamato Road, Suite 115,
Boca Raton, Florida 33431. The principal business of PCI is software
development. David Portnoy is the Chairman of the Board of Directors of PCI.
(d) During the past five years, PCI has not been convicted in a criminal
proceeding.
(e) During the past five years, PCI has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which it 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.
(f) Not applicable.
5. Jamie H. Zidell
(a)-(b) This Statement is being filed by Jamie H. Zidell, an individual.
The business address of Mr. Zidell is 300 71st Street, Suite 605, Miami Beach,
Florida 33141.
(c) Mr. Zidell is an attorney employed by J.H. Zidell Attorneys. The
business address of J.H. Zidell Attorneys is set forth in the preceding
paragraph.
(d) During the past five years, Mr. Zidell has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Zidell has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which he 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.
(f) Mr. Zidell is a United States citizen.
6. Mayim Investment Limited Partnership
(a)-(c) This Statement is being filed by Mayim Investment Limited
Partnership, a Delaware limited partnership ("MILP"). The address of MILP is 52
Camden Drive, Bal Harbour, Florida 33154. MILP was formed for the purpose of
making an investment in the Common Stock.
Mayim Management Limited Partnership ("MMLP") is a Delaware limited
partnership the principal business address of which is 52 Camden Drive, Bal
Harbour, Florida 33154. MMLP was formed principally for the purpose of acting as
the general partner of MILP.
Mayim Management, LLC ("Mayim LLC") is a Delaware limited liability
company, the principal business address of which is 52 Camden Drive, Bal
Harbour, Florida 33154. Mayim LLC was formed principally for the purpose of
acting as the general partner of MMLP.
Mr. Portnoy is the managing member and owns all of the equity interests of
Mayim LLC.
CUSIP No. 228895108
(d) During the past five years, none of MILP, MMLP, Mayim LLC or Mr.
Portnoy has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of MILP, MMLP, Mayim LLC or Mr.
Portnoy has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which it or he 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.
(f) Not applicable.
7. David Ruttenberg
(a)-(b) This Statement is being filed by David Ruttenberg, an individual.
The business address of Mr. Ruttenberg is c/o Belgravia Group, Real Estate
Development, 833 N. Orleans, Suite 400, Chicago, Illinois 60610.
(c) Mr. Ruttenberg is a real estate developer employed by Belgravia Group.
The business address of Belgravia Group is set forth in the preceding paragraph.
(d) During the past five years, Mr. Ruttenberg has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Ruttenberg has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which he 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.
(f) Mr. Ruttenberg is a United States citizen.
8. Liza Amar
(a)-(b) This Statement is being filed by Liza Amar, an individual. The
business address of Ms. Amar is 206 95th Street, Suite 207, Surfside, Florida
33154.
(c) Ms. Amar is a private investor. Her business address is set forth in
the preceding paragraph.
(d) During the past five years, Ms. Amar has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Ms. Amar has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which she 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.
(f) Ms. Amar is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
(a) Mr. Portnoy owns 284,242 shares of the Common Stock acquired in open
market purchases using personal funds. Mr. Portnoy estimates that the total
amount of funds used to acquire these shares was $750,000. These acquisitions
were made between June 2004 and January 2006. No funds were borrowed for this
purpose.
(b) FFC owns 9,351 shares of the Common Stock acquired in open market
purchases using working capital. FFC estimates that the total amount of funds
used to acquire these shares was $26,000. These acquisitions were made between
August 2004 and January 2006. No funds were borrowed for this purpose.
CUSIP No. 228895108
(c) VIC owns 80,000 shares of the Common Stock acquired in open market
purchases using working capital. VIC estimates that the total amount of funds
used to acquire these shares was $254,000. These acquisitions were made between
July 2004 and January 2006. No funds were borrowed for this purpose.
(d) PCI owns 139,600 shares of the Common Stock acquired in open market
purchases using working capital. PCI estimates that the total amount of funds
used to acquire these shares was $483,525. These acquisitions were made between
July 2004 and January 2006. No funds were borrowed for this purpose.
(e) Mr. Zidell owns 137,201 shares of the Common Stock acquired in open
market purchases using personal funds. Mr. Zidell estimates that the total
amount of funds used to acquire these shares was $395,000. These acquisitions
were made between July 2004 and January 2006. No funds were borrowed for this
purpose. As described in more detail below, Mr. Portnoy exercises investment
discretion over these shares.
(f) MILP owns 81,085 shares of the Common Stock acquired in open market
purchases. MILP estimates that the total amount of funds used to acquire these
shares was $238,000. These funds were raised by MILP between October 2004 and
January 2005 through the sale of limited partnership interests. The acquisitions
of the Common Stock with such funds were made between October 2004 and January
2006. No funds were borrowed for this purpose. As described in more detail
below, Mr. Portnoy exercises voting and investment discretion over these shares.
(g) Mr. Ruttenberg owns 60,390 shares of the Common Stock acquired in open
market purchases using personal funds. Mr. Ruttenberg estimates that the total
amount of funds used to acquire these shares was $209,477. These acquisitions
were made between January 2006 and February 2006. No funds were borrowed for
this purpose. As described in more detail below, Mr. Portnoy exercises
investment discretion over these shares.
(h) Ms. Amar owns 23,626 shares of the Common Stock acquired in open market
purchases using personal funds. Ms. Amar estimates that the total amount of
funds used to acquire these shares was $68,840. These acquisitions were made in
January 2006. No funds were borrowed for this purpose. As described in more
detail below, Mr. Portnoy exercises investment discretion over these shares.
Item 4. Purpose of Transaction.
------ ----------------------
The Reporting Persons acquired the shares of Common Stock reported herein
in the ordinary course of business for investment purposes. The purposes of the
Reporting Persons' acquisitions has not materially changed since those set forth
in the initial filing of the Schedule 13D on January 25, 2005, which is
incorporated herein by reference thereto.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a)-(b) Mr. Portnoy may be deemed the beneficial owner of 815,495 shares of
Common Stock, which number includes (i) 284,242 shares of Common Stock held
directly by Mr. Portnoy, as to which he has the sole power to vote and to
dispose or direct the disposition; (ii) 9,351 shares of Common Stock held by
FFC, as to which Mr. Portnoy may be deemed the beneficial owner as the sole
officer and director of FFC; (iii) 80,000 shares of Common Stock held by VIC, as
to which Mr. Portnoy may be deemed the beneficial owner as the sole officer and
director of VIC; (iv) 139,600 shares of Common Stock held by PCI, as to which
Mr. Portnoy may be deemed the beneficial owner as one of three directors of PCI;
(v) 137,201 shares of Common Stock held by Mr. Zidell, as to which Mr. Portnoy
may be deemed the beneficial owner as a result of exercising investment (but not
voting) discretion over such shares in accordance with the agreement between Mr.
Zidell and Mr. Portnoy described under Item 6 below; (vi) 81,085 shares of
Common Stock held by MILP, as to which Mr. Portnoy may be deemed the beneficial
owner as the managing member of Mayim LLC; (vii) 60,390 shares of Common Stock
held by Mr. Ruttenberg, as to which Mr. Portnoy may be deemed the beneficial
owner as a result of exercising investment (but not voting) discretion over such
shares in accordance with the agreement between Mr. Ruttenberg and Mr. Portnoy
described under Item 6 below; and (viii) 23,626 shares of Common Stock held by
Ms. Amar, as to which Mr. Portnoy may be deemed the beneficial owner as a result
of exercising investment (but not voting) discretion over such shares in
accordance with the agreement between Ms. Amar and Mr. Portnoy described under
Item 6 below. Based upon 11,624,629 shares of Common Stock outstanding, as
reported in CCII's Quarterly Report on Form 10-QSB filed on October 14, 2005
(the "Form 10-QSB"), this represents beneficial ownership of approximately 7.0%
of the Common Stock outstanding.
CUSIP No. 228895108
FFC may be deemed the beneficial owner of 9,351 shares of Common Stock
owned by it. FFC does not share voting or investment discretion with any other
person. As noted above, Mr. Portnoy is the sole officer and director of FFC.
Based upon 11,624,629 shares of Common Stock outstanding, as reported in the
Form 10-QSB, this represents beneficial ownership of approximately 0.1% of the
Common Stock outstanding.
VIC may be deemed the beneficial owner of the 80,000 shares of Common Stock
held in its name. As noted above, Mr. Portnoy is the sole officer and director
of VIC. Based upon 11,624,629 shares of Common Stock outstanding, as reported in
the Form 10-QSB, this represents beneficial ownership of approximately 0.7% of
the Common Stock outstanding.
PCI may be deemed the beneficial owner of the 139,600 shares of Common
Stock held in its name. As noted above, Mr. Portnoy is one of the three
directors of PCI. Based upon 11,624,629 shares of Common Stock outstanding, as
reported in the Form 10-QSB, this represents beneficial ownership of
approximately 1.2% of the Common Stock outstanding.
Mr. Zidell may be deemed the beneficial owner of the 137,201 shares of
Common Stock held in his name. Under the agreements between Mr. Zidell and Mr.
Portnoy described below under Item 6, Mr. Portnoy has the right to make
investment decisions relating to the shares, although Mr. Zidell retains the
right to withdraw his assets from such agreements. Mr. Zidell retains the sole
right to vote the shares held by him. Based upon 11,624,629 shares of Common
Stock outstanding, as reported in the Form 10-QSB, this represents beneficial
ownership of approximately 1.2% of the Common Stock outstanding.
MILP may be deemed the beneficial owner of the 81,085 shares of Common
Stock owned by it. MILP does not share voting or investment discretion with any
other person. As noted above, Mr. Portnoy is the managing member of the limited
liability company which acts as the general partner of MILP's general partner.
Based upon 11,624,629 shares of Common Stock outstanding, as reported in the
Form 10-QSB, this represents beneficial ownership of approximately 0.7% of the
Common Stock outstanding.
Mr. Ruttenberg may be deemed the beneficial owner of the 60,390 shares of
Common Stock held in his name. Under the verbal agreement between Mr. Ruttenberg
and Mr. Portnoy described below under Item 6, Mr. Portnoy has the right to make
investment decisions relating to the shares, although Mr. Ruttenberg retains the
right to withdraw his assets from such agreement. Mr. Ruttenberg retains the
sole right to vote the shares held by him. Based upon 11,624,629 shares of
Common Stock outstanding, as reported in the Form 10-QSB, this represents
beneficial ownership of approximately 0.5% of the Common Stock outstanding.
Ms. Amar may be deemed the beneficial owner of the 23,626 shares of Common
Stock held in her name. Under the agreement between Ms. Amar and Mr. Portnoy
described below under Item 6, Mr. Portnoy has the right to make investment
decisions relating to the shares, although Ms. Amar retains the right to
withdraw her assets from such agreement. Ms. Amar retains the sole right to vote
the shares held by her. Based upon 11,624,629 shares of Common Stock
outstanding, as reported in the Form 10-QSB, this represents beneficial
ownership of approximately 0.2% of the Common Stock outstanding.
(c) Schedule 5(c) attached to this Statement lists each transaction
effected in the Common Stock by each Reporting Person during the past 60 days.
(d) As described below under Item 6, under Mr. Portnoy's agreements with
each of Mr. Zidell, Mr. Ruttenberg and Ms. Amar, Messrs. Zidell, Ruttenberg and
Ms. Amar have each agreed to share certain profits from their respective
investment accounts with Mr. Portnoy.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
------ -----------------------------------------------------------------------
Securities of the Issuer.
------------------------
Other than as described below and in Item 5 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons or between the Reporting Persons and any other person with
CUSIP No. 228895108
respect to any securities of CCII, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Messrs. Portnoy and Zidell have entered into agreements dated October 27,
2004 and December 20, 2004, the terms of which were disclosed in Item 6 and were
included as Exhibits 2 and 3 to the initial Schedule 13D filing of January 25,
2005, and which are incorporated herein by reference thereto.
Mr. Portnoy has entered into a verbal agreement with Mr. Ruttenberg,
pursuant to which Mr. Ruttenberg has agreed to compensate Mr. Portnoy a
percentage of Mr. Ruttennberg's profits, if any, from his investment in 60,390
shares of the Common Stock. Mr. Portnoy does not direct the voting control over
these shares.
Mr. Portnoy and Ms. Amar have entered into an agreement dated January 19,
2006 in which Ms. Amar gave Mr. Portnoy investment discretion over certain funds
held in a brokerage account held in the name of Ms. Amar. Under this agreement,
Ms. Amar agreed that any appreciation in the capital account above the amounts
specified in the agreement would be shared in certain percentages by Mr. Portnoy
and Ms. Amar, while Mr. Portnoy would guarantee Ms. Amar against certain amounts
specified in the agreement. Ms. Amar may withdraw funds from the account at any
time. The agreement is filed with this Schedule as Exhibit 2 and the terms and
conditions contained therein are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
------ --------------------------------
Exhibit 1. Joint Filing Agreement and Power of Attorney
Exhibit 2. January 19, 2006 letter agreement between David Portnoy and Liza
Amar
CUSIP No. 228895108
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.
Dated: February 2, 2006
FOCUS FINANCIAL CORP.
By: /s/ David Portnoy /s/ David Portnoy
------------------------------ ----------------------------------
David Portnoy David Portnoy
President
VISUAL INVESTMENT CORP.
By: /s/ David Portnoy /s/ David Portnoy
------------------------------ ----------------------------------
David Portnoy David Portnoy, for Jamie H. Zidell,
President pursuant to power of attorney
PARTNER COMMUNITY, INC.
By: /s/ David Portnoy /s/ David Ruttenberg
------------------------------ ----------------------------------
David Portnoy David Ruttenberg
Chairman of the Board
MAYIM INVESTMENT LIMITED PARTNERSHIP
By: Mayim Management LLC, its general partner
By: /s/ David Portnoy /s/ Liza Amar
------------------------------ ----------------------------------
David Portnoy Liza Amar
President
CUSIP No. 228895108
Schedule 5(c)
Transactions in the Last 60 Days
SHARES ACQUIRED BY DAVID PORTNOY
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/13/06 2,600 $ 3.26
1/12/06 2,600 $ 3.26
1/12/06 1,118 $ 3.29
1/4/06 4,500 $ 3.36
12/30/05 500 $ 3.36
12/29/05 5,000 $ 3.30
12/16/05 5,000 $ 3.35
12/13/05 5,000 $ 3.25
12/12/05 2,000 $ 3.36
12/8/05 1,000 $ 3.55
12/7/05 1,500 $ 3.60
12/7/05 1,000 $ 3.51
12/7/05 500 $ 3.57
SHARES SOLD BY DAVID PORTNOY
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/19/06 3,600 $ 3.38
SHARES ACQUIRED BY FOCUS FINANCIAL CORP.
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/6/06 454 $ 3.54
12/16/05 2,000 $ 3.42
SHARES ACQUIRED BY VISUAL INVESTMENT CORP.
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
2/1/06 5,000 $ 3.78
1/30/06 800 $ 3.57
1/19/06 3,600 $ 3.38
1/19/06 2,600 $ 3.37
1/13/06 2,000 $ 3.26
1/11/06 1,000 $ 3.36
1/6/06 2,000 $ 3.34
12/29/05 2,000 $ 3.36
12/16/05 1,000 $ 3.42
12/13/05 3,000 $ 3.25
12/13/05 2,000 $ 3.25
12/8/05 1,000 $ 3.54
SHARES ACQUIRED BY PARTNER COMMUNITY, INC.
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/27/06 4,500 $ 3.65
1/26/06 500 $ 3.65
1/24/06 3,000 $ 3.70
1/24/06 1,500 $ 3.70
1/23/06 500 $ 3.70
1/5/06 10,000 $ 3.34
12/29/05 3,600 $ 3.30
12/13/05 5,000 $ 3.25
CUSIP No. 228895108
SHARES ACQUIRED BY JAMIE H. ZIDELL
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/13/06 2,872 $ 3.26
1/12/06 2,700 $ 3.31
1/11/06 5,000 $ 3.36
1/10/06 3,800 $ 3.34
1/10/06 2,300 $ 3.31
1/9/06 1,200 $ 3.34
1/5/06 5,000 $ 3.34
1/3/06 1,500 $ 3.40
12/30/05 4,000 $ 3.40
12/30/05 3,500 $ 3.40
12/30/05 1,000 $ 3.30
12/29/05 5,000 $ 3.36
12/29/05 3,100 $ 3.36
12/28/05 5,000 $ 3.40
12/28/05 2,600 $ 3.43
12/28/05 1,900 $ 3.36
12/27/05 1,000 $ 3.40
12/23/05 5,000 $ 3.45
12/23/05 1,400 $ 3.40
12/22/05 3,600 $ 3.40
12/22/05 2,000 $ 3.45
12/21/05 4,500 $ 3.54
12/21/05 4,500 $ 3.50
12/21/05 500 $ 3.53
12/21/05 500 $ 3.49
12/20/05 200 $ 3.40
SHARES SOLD BY JAMIE H. ZIDELL
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/12/06 11,671 $ 3.25
1/12/06 500 $ 3.28
SHARES ACQUIRED BY MAYIM INVESTMENT LP
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/20/06 100 $ 3.43
SHARES ACQUIRED BY DAVID RUTTENBERG
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
2/1/06 2,000 $ 3.77
1/31/06 500 $ 3.50
1/27/06 5,000 $ 3.64
1/27/06 3,490 $ 3.62
1/24/06 5,000 $ 3.60
1/23/06 5,000 $ 3.72
1/20/06 5,000 $ 3.43
1/20/06 5,000 $ 3.45
1/19/06 4,000 $ 3.39
1/18/06 2,200 $ 3.32
1/18/06 1,000 $ 3.36
1/17/06 5,000 $ 3.33
1/13/06 3,600 $ 3.26
1/12/06 5,000 $ 3.26
CUSIP No. 228895108
1/12/06 3,600 $ 3.31
1/11/06 5,000 $ 3.36
SHARES ACQUIRED BY LIZA AMAR
Trade Date Number of Shares Price Per Share
-------------------------------------------------------------------------------
1/31/06 600 $ 3.60
1/30/06 4,000 $ 3.57
1/30/06 1,826 $ 3.60
1/27/06 7,200 $ 3.62
1/27/06 1,060 $ 3.60
1/26/06 3,940 $ 3.60
1/25/06 5,000 $ 3.60
CUSIP No. 228895108
Exhibit 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
--------------------------------------------
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, par value $.01 per share,
of CRYO-CELL International, Inc., and that this Agreement be included as an
Exhibit to such joint filing. The undersigned hereby authorize David Portnoy to
sign the statement on Schedule 13D, and/or any amendment thereto, and file it
with the Securities and Exchange Commission on their behalf. This Agreement may
be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 2nd day
of February 2006.
FOCUS FINANCIAL CORP.
/s/ David Ruttenberg
------------------------------
David Ruttenberg
/s/ Liza Amar
------------------------------
Liza Amar
CUSIP No. 228895108
Exhibit 2
Focus Financial Corp.
61 Harbour Way
Bal Harbour, FL 33154
(305) 866-2948
January 19, 2006
Mr.and Mrs. Mark Amar
Dear Mark and Liza:
This letter sets forth the terms and conditions pursuant to which we have agreed
to have you deposit a $180,000.00 into your brokerage account at TD Waterhouse
and for David Portnoy to have the exclusive right to make the buy/sell decisions
with regard to the investment of such assets. We have agreed that the term for
such arrangement is for a two-year period.
Furthermore, we have agreed that all capital, above the $180,000.00, from this
account will be shared on a 50%-50% basis after related expenses between you and
I. In return, I have agreed to guarantee you against any net loss of the
$180,000.00 at the end of this two-year period. Any distributions from the
account will be at our mutual discretion. If you need to withdraw funds from the
account prior to the end of the three-year period, the guarantee will not apply
to such funds and the $180,000.00 guarantee will be correspondingly reduced.
We both agree to keep all advice and information relating to this agreement
confidential, including, without limitation, the positions held in the account,
except as provided by law. This agreement shall survive the Amars and/or David
Portnoy and shall be enforced until its expiration or until profits are split
and the $180,000.00 principal is returned.
I look forward to this being a mutually beneficial relationship that will allow
both of us to fulfill our respective missions in this world as directed by the
Creator.
Accepted and Agreed to, Accepted and Agreed to,
/s/ David Portnoy /s/ Mark and Liza Amar