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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
Vintage Capital Management LLC | X | |||
Vintage Albany Partners GP LLC | X | |||
Vintage Albany Partners LP | X | |||
Vintage Albany Acquisition LLC | X | |||
KAHN INVESTMENT MANAGEMENT LLC | X | |||
KAHN BRIAN RANDALL | X | X | Chairman of the Board & CEO | |
Laurence Andrew M | X | VP Finance & CAO | ||
Nowak Jeremy R | X | |||
Shares held directly by Vintage Albany Acquisition, LLC ("Vintage Acquisition"). Each of (i) Vintage Albany Partners LP, as the sole member of Vintage Acquisition; (ii) Vintage Albany Partners GP LLC, as the general partner of Vintage Albany Partners LP; (iii) Vintage Capital Management, LLC ("Vintage Capital") ,as the investment manager of Vintage Albany Partners GP LLC; (iv) Kahn Capital Management, LLC, as a managing member of Vintage Capital; and Vintage Albany Partners LLC (v) Brian R. Kahn, as the sole member of Kahn Capital Management, LLC and as a member of Vintage Capital and Vintage Albany Partners LLC; and (vi) Andrew K. Laurence and Jeremy R. Nowak, as members of Vintage Albany Partners GP LLC may be deemed to share voting and dispositive power over the shares held by Vintage Acquisition. Such individuals and entities disclaim beneficial ownership of the shares held by Vintage Acquisition except to the extent of any pecuniary interest therein. | |
| Remarks: On January 21, 2011, the Board of Directors of the Issuer appointed Brian R. Kahn as Chairman of the Board and Chief Executive Officer and Andrew K. Laurence as Vice President Finance and Chief Accounting Officer. | |
| Signatures | ||
/s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC | 01/31/2011 | |
/s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC | 01/31/2011 | |
/s/ Brian R. Kahn, as managing member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC, the general partner of Vintage Albany Partners LP | 01/31/2011 | |
/s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC, the general partner of Vintage Albany Partners LP, the sole member of Vintage Albany Acquisition, LLC | 01/31/2011 | |
/s/ Brian R. Kahn, the sole member of Kahn Capital Management, LLC | 01/31/2011 | |
/s/ Brian R. Kahn | 01/31/2011 | |
/s/ Brian R. Kahn, by power of attorney for Andrew K. Laurence | 01/31/2011 | |
/s/ Brian R. Kahn, by power of attorney for Jeremy R. Nowak | 01/31/2011 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of API Technologies Corp.
(the "Company"), hereby constitutes and appoints Brian R. Kahn and Melvin L.
Keating, the undersigned's true and lawful attorneys-in-fact to:
1. complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorneys-in-fact shall in their discretion
determine to be required or advisable pursuant to Section 16 of the
Securities Exchange Act of 1934 (as amended) and the rules and
regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company; and
2. do all acts necessary in order to file such forms with the Securities
and Exchange Commission, any securities exchange or national
association, the Company and such other person or agency as the
attorneys-in-fact shall deem appropriate.
The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of January, 2011.
Signature: /s/ Andrew M. Laurence
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Print Name: Andrew M. Laurence
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Exhibit 24.2
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of API Technologies Corp.
(the "Company"), hereby constitutes and appoints Brian R. Kahn and Andrew M.
Laurence, the undersigned's true and lawful attorneys-in-fact to:
1. complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorneys-in-fact shall in their discretion
determine to be required or advisable pursuant to Section 16 of the
Securities Exchange Act of 1934 (as amended) and the rules and
regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company; and
2. do all acts necessary in order to file such forms with the Securities
and Exchange Commission, any securities exchange or national
association, the Company and such other person or agency as the
attorneys-in-fact shall deem appropriate.
The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of January, 2011.
Signature: /s/ Jeremy Nowak
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Print Name: Jeremy Nowak
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