| 9 |
Rule
13d-1(b)
|
| 9 |
Rule
13d-1(c)
|
| : |
Rule
13d-1(d)
|
|
CUSIP
No. 762014 10 8
|
13G
|
Page
2 of
6 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eric
S. Rosenfeld
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
9
(b)
9
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
765,000
Shares
|
|
|
6
|
SHARED
VOTING POWER
0
|
||
|
7
|
SOLE
DISPOSITIVE POWER
765,000
Shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,000
Shares
|
||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
CUSIP
No. 762014 10 8
|
13G
|
Page
3 of
6 Pages
|
| Item 1(a). |
Name
of Issuer:
|
| Item 1(b.) |
Address
of Issuer’s Principal Executive
Offices:
|
| Item 2(a). |
Name
of Persons Filing:
|
| Item 2(b). |
Address
of Principal Business Office or, if None,
Residence:
|
| Item (c). |
Citizenship:
|
| Item (d). |
Title
of Class of Securities:
|
| Item 2(e). |
CUSIP
Number:
|
| Item 3. |
If
This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b)
or (c),
Check Whether the Person Filing is
a:
|
|
(a)
|
9
|
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
|
(b)
|
9
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act;
|
|
(c)
|
9
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
|
(d)
|
9
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
|
(e)
|
9
|
An
investment adviser in accordance with Rule
13d-1(b)(ii)(E);
|
|
(f)
|
9
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
9
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G)
|
|
(h)
|
9
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
(i)
|
9
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act;
|
|
(j)
|
9
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
CUSIP
No. 762014 10 8
|
13G
|
Page 4
of
6 Pages
|
| Item 4. |
Ownership
|
| (a) |
Amount
beneficially owned:
|
|
Rosenfeld
beneficially owns 765,000 shares of common stock. Does not include
106,840
shares of common stock held by the Rosenfeld 1991 Children’s Trust, of
which Rosenfeld’s wife is the sole trustee, and 863,636 shares of common
stock issuable upon exercise of warrants held by Rosenfeld that are
not
exercisable and will not become exercisable within 60 days.
|
| (b) |
Percent
of Class:
|
| (c) |
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
| (iii) |
Sole
power to dispose or to direct the disposition
of:
|
| (iv) |
Shared
power to dispose or to direct the disposition
of:
|
|
0
shares of common stock
|
| Item 5. |
Ownership
of Five Percent or Less of a
Class
|
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
|
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person.
|
| Item 8. |
Identification
and Classification of Members of the
Group.
|
|
CUSIP
No. 762014 10 8
|
13G
|
Page 5
of
6 Pages
|
| Item 9. |
Notice
of Dissolution of Group.
|
| Item 10. |
Certifications.
|
|
CUSIP
No. 762014 10 8
|
13G
|
Page 6
of
6 Pages
|
|
/s/
Eric S. Rosenfeld
Eric
S. Rosenfeld
|