SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-KSB/A
(Amendment No. 1)
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2006
Commission File Number: 0001-22563
 
CDSI HOLDINGS INC.
(Name of small business issuer in its charter)
 
     
Delaware
(State or other jurisdiction of
incorporation or organization) 		  95-4463937
(I.R.S. Employer
Identification No.)
     
100 S.E. Second Street, 32nd Floor, Miami, Florida
(Address of principal executive offices) 		  33131
(Zip Code)
305-579-8000
(Issuer’s telephone number)
 
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
     Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
     Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
     Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
     The issuer’s revenues for the year ended December 31, 2006 were $0.
     The aggregate market value of the voting stock of the issuer held by non-affiliates of the issuer on March 19, 2007 based on the closing price on such date was $358,600.
     As of April 2, 2007 the issuer had a total of 3,120,000 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format: Yes o No x
 
 

 

 

The Annual Report on Form 10-KSB of CDSI Holdings Inc. (the “Company”) for the year ended December 31, 2006 is hereby amended to revise Item 11, “Security Ownership of Certain Beneficial Owners and Management and Relate Stockholder Matters”.
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
     The following table sets forth, as of April 2, 2007, the beneficial ownership of the Company’s Common Stock (the only class of voting securities) by (i) each person known to the Company to own beneficially more than five percent of the Common Stock, (ii) each of the Company’s directors, (iii) each of the Company’s named executive officers (as such term is defined in the Summary Compensation Table above) and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares indicated as beneficially owned, and the business address of each person is 100 S.E. Second Street, Miami, Florida 33131.
                 
    Number of Shares of        
Name and Address(1)   Common Stock     Percentage of Ownership  
New Valley LLC(2)
     1,490,000       47.8 %
Jay Gottlieb(3)
27 Misty Brooke Lane
New Fairfield, CT 06812
     202,180       6.5 %
J. Bryant Kirkland III(4)
     9,000       *  
Richard J. Lampen(4)
     9,000       *  
Henry Morris(4)
271 Madison Avenue
New York, NY 10016
     9,000       *  
Robert Lundgren(4)
14545 SW 79th Court
Miami, FL 33158
     16,333       *  
All executive officers and directors as a group (4 persons)(4)
     43,333       1.4 %
 
*   Less than 1%
 
(1)   Unless otherwise indicated, each named person has sole voting and investment power with respect to the shares set forth opposite such named person’s name.
 
(2)   New Valley LLC, a wholly-owned subsidiary of Vector, has voting and investment power with regard to such shares. Richard J. Lampen, an executive officer and a director of the Company, and J. Bryant Kirkland III, an executive officer and a director of the Company, serve as Executive Vice President and Vice President, respectively, of Vector. Neither Mr. Kirkland nor Mr. Lampen has investment authority or voting control over the Company’s securities owned by New Valley. The other executive officers of Vector are Bennett S. LeBow, Executive Chairman, Howard M. Lorber, President and Chief Executive Officer and Marc N. Bell, Vice President and General Counsel. The directors of Vector are Messrs. LeBow and Lorber, Henry C. Beinstein, Ronald J. Bernstein, Robert J. Eide, Jeffrey S. Podell and Jean E. Sharpe.
 
(3)   Based on Schedule 13G filed on August 23, 2006 by Jay Gottlieb.
 
(4)   Includes shares subject to options and/or warrants currently exercisable or exercisable within 60 days of the date hereof.

 

 

Equity Compensation Plan Information
     The following table summarizes information about the options, warrants and rights and other equity compensation under the Company’s equity plans as of December 31, 2006.
                         
                    Number of securities remaining  
    Number of securities to             available for future issuance  
    be issued upon exercise     Weighted-average exercise     under equity compensation  
    of outstanding options,     price of outstanding     plans (excluding securities  
    warrants and rights     options, warrants and rights     reflected in column (a))  
Plan Category   (a)     (b)     (c)  
Equity compensation plans approved by security holders (1)
     653,333     $ 4.88       596,667  
Equity compensation plans not approved by security holders
     —       —       —  
 
                    
Total
     653,333     $ 4.88       596,667  
 
                    
 
(1)   Includes options to purchase 153,333 shares of the Company’s Common Stock under the 1997 Stock Option Plan and an option to purchase 500,000 shares of Common Stock, which expired in March 2007, issued in 1997 to New Valley LLC, which were approved by stockholders. For additional information concerning the options, see Note 6 to the Company’s Financial Statements.
ITEM 13. EXHIBITS
     
 
  Exhibits
 
    
 
  The Exhibits listed below are filed as part of this report.
 
    
31.1
  Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
  Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
  Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
  Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

SIGNATURES
     In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on April 2, 2007, on its behalf by the undersigned, thereunto duly authorized.
         
  CDSI Holdings Inc.
 		  
  By:   /s/ J. Bryant Kirkland III    
    J. Bryant Kirkland III   
    Vice President, Treasurer and
Chief Financial Officer