TETAB / Teton Advisors, LLC - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2022 Teton Advisors, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 024-11882 Delaware 13-4008049 (State or other jurisdiction of incorporation or organization)

Teton Advisors, Inc. and Subsidiary

1-SA 1 ea165777-1satetonadvisors.htm SEMIANNUAL REPORT Teton Advisors, Inc. FORM 1-SA For the semi-annual period ended June 30, 2022 Contents Management’s Discussion and Analysis of Financial Condition and Results of Operations 1 Other Information 10 Financial Statements 11 Exhibits 30 i Forward-Looking Statements Our disclosure and analysis in this document and any documents that are incorporated

Teton Advisors, Inc. 189 Mason Street, Greenwich, CT 06830 (914) 457-1070 tetonadv.com Subscription Rights to Purchase Up to 440,162 Shares of Class A Common Stock at a Subscription Price of $15.50 Per Share

Filed Pursuant to Rule 253(g)(2) File No. 024-11882 Final Offering Circular Dated? June 3, 2022 Teton Advisors, Inc. 189 Mason Street, Greenwich, CT 06830 (914) 457-1070 tetonadv.com Subscription Rights to Purchase Up to 440,162 Shares of Class A Common Stock at a Subscription Price of $15.50 Per Share We are distributing, free of charge, to the holders of our Class A common stock, par value of $0

Amendment to Amended and Restated Articles of Incorporation of Teton Advisors, Inc. dated as of May 24, 2022.*

Exhibit 2.9

Form of Nominee Holder Certification.*

Exhibit 99.6 NOMINEE HOLDER CERTIFICATION The undersigned, a broker, dealer, custodian bank, trustee, depositary or other nominee holder of subscription rights (the ?Rights?) to purchase shares of Class A Common Stock, par value $0.001 per share (the ?Class A Common Stock?), of Teton Advisors, Inc. (the ?Company?), pursuant to the rights offering (the ?Rights Offering?) described and provided for

Form of Notice of Guaranteed Delivery.*

Exhibit 99.7 NOTICE OF GUARANTEED DELIVERY This form, or one substantially equivalent to this form, must be used to exercise Rights pursuant to the Rights Offering described in the offering circular dated [], 2022 (the ?Offering Circular?) of Teton Advisors, Inc., a Delaware corporation (the ?Company?), if a holder of Rights cannot deliver the Subscription Rights Certificate(s) evidencing the Righ

Form of Letter to Clients of Brokers and Other Nominee Holders.*

Exhibit 99.4 FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEES TETON ADVISORS, INC. SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF TRANSFERABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR SUCH SHARES THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK, NEW YORK TIME, ON SEPTEMBER 21, 2022, SUBJECT TO EXTENSION. [ ], 2022 To Our Clients: We are sending this letter to you beca

Form of Instructions for Use of Subscription Rights Certificates.*

Exhibit 99.1 INSTRUCTIONS AS TO USE OF TETON ADVISORS, INC. SUBSCRIPTION RIGHTS CERTIFICATE CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to the distribution of rights (the ?Rights Offering?) by Teton Advisors, Inc., a Delaware corporation (?Company?), to all holders of record as of 5:00 p.m., New York, New York time, on June 3, 2022 (the

Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 12.1).*

EX1A-12 OPN CNSL 7 ea160615ex12-1tetona.htm OPINION OF OLSHAN FROME WOLOSKY LLP Exhibit 12.1 May 27, 2022 Teton Advisors, Inc. 189 Mason Street Greenwich, Connecticut 06830 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to Teton Advisors, Inc., a Delaware corporation (the “Company”), in connection with the filing of its Offering Statement on Form 1-A (as amended

Form of Beneficial Owner Election Form.*

ADD EXHB 12 ea160615ex99-5tetona.htm FORM OF BENEFICIAL OWNER ELECTION FORM Exhibit 99.5 BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the distribution in a rights offering (the “Rights Offering”) by Teton Advisors, Inc. (the “Company”), to the holders of record (the “Record Date Shareholders”) of its

Form of Letter to Brokers and Other Nominee Holders.*

Exhibit 99.3 FORM OF LETTER TO BROKERS AND OTHER NOMINEES TETON ADVISORS, INC. SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF TRANSFERABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR SUCH SHARES THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK, NEW YORK TIME, ON SEPTEMBER 21, 2022, SUBJECT TO EXTENSION. [ ], 2022 To Securities Dealers, Commercial Banks, Trust Companies and Othe

Form of Letter to Registered Holders.*

Exhibit 99.2 FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS TETON ADVISORS, INC. SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF TRANSFERABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR SUCH SHARES THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK, NEW YORK TIME, ON SEPTEMBER 21, 2022, SUBJECT TO EXTENSION. [ ], 2022 Dear Stockholder: This letter is being distributed by Te

Form of Subscription Rights Certificate.*

Exhibit 4.1

Subscription Agent Agreement.*

Exhibit 8.1

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Teton Advisors, Inc. Amended and Restated Stock Award and Incentive Plan.*

EX1A-6 MAT CTRCT 5 ea160615ex6-13tetona.htm TETON ADVISORS, INC. AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN Exhibit 6.13 TETON ADVISORS, INC. AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN (as amended and restated May 24, 2022) 1. Purpose; Types of Awards; Construction The purpose of the Teton Advisors, Inc. Amended and Restated Stock Award and Incentive Plan (as amended from time to

Service Mark and Name License Agreement, dated February 19, 2009, by and between GAMCO Investors, Inc. and Teton Advisors, Inc.*

EX1A-6 MAT CTRCT 21 ea158489ex6-9tetona.htm SERVICE MARK AND NAME LICENSE AGREEMENT, DATED FEBRUARY 19, 2009, BY AND BETWEEN GAMCO INVESTORS, INC. AND TETON ADVISORS, INC Exhibit 6.9

ARTICLES OF ORGANIZATION OF TETON ADVISERS LLC, DATED SEPTEMBER 14, 1994

Exhibit 2.1

Transitional Administrative and Management Services Agreement, dated February 19, 2009, by and between GAMCO Investors, Inc. and Teton Advisors, Inc.*

EX1A-6 MAT CTRCT 19 ea158489ex6-7tetona.htm TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT, DATED FEBRUARY 19, 2009, BY AND BETWEEN GAMCO INVESTORS, INC. AND TETON ADVISORS, INC Exhibit 6.7

Certificate of Incorporation of Gabelli Advisers, Inc. dated December 31, 1997.*

EX1A-2A CHARTER 5 ea158489ex2-3tetona.htm CERTIFICATE OF INCORPORATION OF GABELLI ADVISERS, INC. DATED DECEMBER 31, 1997 Exhibit 2.3

Articles of Amendment to Articles of Organization of Teton Advisers LLC, dated November 7, 1997.*

EX1A-2A CHARTER 4 ea158489ex2-2tetona.htm ARTICLES OF AMENDMENT TO ARTICLES OF ORGANIZATION OF TETON ADVISERS LLC, DATED NOVEMBER 7, 1997 Exhibit 2.2

Investment Advisory Agreement, dated May 11, 1998, by and between The Gabelli Westwood Funds and Gabelli Advisers, Inc.*

EX1A-6 MAT CTRCT 16 ea158489ex6-4tetona.htm INVESTMENT ADVISORY AGREEMENT, DATED MAY 11, 1998, BY AND BETWEEN THE GABELLI WESTWOOD FUNDS AND GABELLI ADVISERS, INC Exhibit 6.4

Lease Agreement, dated July 23, 2018, by and between Chicago BT Property, LLC and Keeley Teton Advisors, LLC.*

EX1A-6 MAT CTRCT 24 ea158489ex6-12tetona.htm LEASE AGREEMENT, DATED JULY 23, 2018, BY AND BETWEEN CHICAGO BT PROPERTY, LLC AND KEELEY TETON ADVISORS, LLC Exhibit 6.12

Mutual Fund Distribution Services Agreement, dated March 1, 2017, by and between Keeley-Teton Advisors, LLC and G.distributors, LLC.*

EX1A-6 MAT CTRCT 22 ea158489ex6-10tetona.htm MUTUAL FUND DISTRIBUTION SERVICES AGREEMENT, DATED MARCH 1, 2017, BY AND BETWEEN KEELEY-TETON ADVISORS, LLC AND G.DISTRIBUTORS, LLC Exhibit 6.10

Consent of RSM US LLP.*

EX1A-11 CONSENT 25 ea158489ex11-1tetona.htm CONSENT OF RSM US LLP Exhibit 11.1 Consent of Independent Auditor We consent to the use in this Regulation A Offering Statement on Form 1-A of our report dated March 31, 2022, relating to the consolidated financial statements of Teton Advisors, Inc., appearing in the Preliminary Offering Circular, which is a part of this Regulation A Offering Statement.

Investment Advisory Agreement, dated October 6, 1994, by and between The Westwood Funds and Teton Advisers LLC.*

EX1A-6 MAT CTRCT 13 ea158489ex6-1tetona.htm INVESTMENT ADVISORY AGREEMENT, DATED OCTOBER 6, 1994, BY AND BETWEEN THE WESTWOOD FUNDS AND TETON ADVISERS LLC Exhibit 6.1

Certificate of Merger of Gabelli Advisers LLC into Gabelli Advisers, Inc. dated January 28, 1998.*

EX1A-2A CHARTER 6 ea158489ex2-4tetona.htm CERTIFICATE OF MERGER OF GABELLI ADVISERS LLC INTO GABELLI ADVISERS, INC. DATED JANUARY 28, 1998 Exhibit 2.4

Amendment to Amended and Restated Articles of Incorporation of Teton Advisors, Inc. dated as of May 18, 2017.*

EX1A-2A CHARTER 10 ea158489ex2-8tetona.htm AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TETON ADVISORS, INC. DATED AS OF MAY 18, 2017 Exhibit 2.8

Contribution Agreement, dated December 30, 2021, by and between Teton Advisors, Inc. and Teton Advisors, LLC.*

EX1A-6 MAT CTRCT 23 ea158489ex6-11tetona.htm CONTRIBUTION AGREEMENT, DATED DECEMBER 30, 2021, BY AND BETWEEN TETON ADVISORS, INC. AND TETON ADVISORS, LLC Exhibit 6.11

Amendment to Amended and Restated Articles of Incorporation of Teton Advisors, Inc. dated as of February 6, 2017.*

EX1A-2A CHARTER 9 ea158489ex2-7tetona.htm AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TETON ADVISORS, INC. DATED AS OF FEBRUARY 6, 2017 Exhibit 2.7

Separation and Distribution Agreement, dated February 19, 2009, by and between GAMCO Investors, Inc. and Teton Advisors, Inc.*

EX1A-6 MAT CTRCT 20 ea158489ex6-8tetona.htm SEPARATION AND DISTRIBUTION AGREEMENT, DATED FEBRUARY 19, 2009, BY AND BETWEEN GAMCO INVESTORS, INC. AND TETON ADVISORS, INC Exhibit 6.8

Investment Sub-Advisory Agreement, dated March 1, 2017, by and between The TETON Westwood Funds, Teton Advisors, Inc. and Gabelli Funds, LLC.*

Exhibit 6.5

AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. DATED FEBRUARY 2, 2017

Exhibit 2.11

Investment Advisory Agreement, dated February 25, 1997, by and between The Westwood Funds and Teton Advisers LLC.*

EX1A-6 MAT CTRCT 15 ea158489ex6-3tetona.htm INVESTMENT ADVISORY AGREEMENT, DATED FEBRUARY 25, 1997, BY AND BETWEEN THE WESTWOOD FUNDS AND TETON ADVISERS LLC Exhibit 6.3

Investment Advisory Agreement, dated October 1, 2018, by and between Keeley Funds, Inc. and Keeley-Teton Advisors, LLC.*

EX1A-6 MAT CTRCT 18 ea158489ex6-6tetona.htm INVESTMENT ADVISORY AGREEMENT, DATED OCTOBER 1, 2018, BY AND BETWEEN KEELEY FUNDS, INC. AND KEELEY-TETON ADVISORS, LLC Exhibit 6.6

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II AND III 2 ea158489-1atetonadvisors.htm OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering cir

Amended and Restated Bylaws of Teton Advisors, Inc. dated October 16, 2008.*

EX1A-2B BYLAWS 11 ea158489ex2-10tetona.htm AMENDED AND RESTATED BYLAWS OF TETON ADVISORS, INC. DATED OCTOBER 16, 2008 Exhibit 2.10

Certificate of Amendment of Certificate of Incorporation of Gabelli Advisers, Inc. dated January 25, 2008.*

EX1A-2A CHARTER 7 ea158489ex2-5tetona.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GABELLI ADVISERS, INC. DATED JANUARY 25, 2008 Exhibit 2.5

Amended and Restated Articles of Incorporation of Teton Advisors, Inc. dated as of January 22, 2009.*

EX1A-2A CHARTER 8 ea158489ex2-6tetona.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TETON ADVISORS, INC. DATED AS OF JANUARY 22, 2009 Exhibit 2.5

Investment Sub-Advisory Agreement, dated October 6, 1994, by and between The Westwood Funds, Teton Advisers LLC and Westwood Management Corp.*

EX1A-6 MAT CTRCT 14 ea158489ex6-2tetona.htm INVESTMENT SUB-ADVISORY AGREEMENT, DATED OCTOBER 6, 1994, BY AND BETWEEN THE WESTWOOD FUNDS, TETON ADVISERS LLC AND WESTWOOD MANAGEMENT CORP Exhibit 6.2

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Cla

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Class B Common Stock (Title of Class of Securities) 88165Y101 (CUSIP Number) Christopher J. Michailoff GAMCO Investors, Inc. One Corporate Center Rye, Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 TETON ADVISORS, INC. (Name of Issuer) CLASS B COMMON STOCK (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 TETON ADVISORS, INC. (Name of Issuer) CLASS B COMMON STOCK (Title of Class of Securities) 88165Y101 (CUSIP Number) Philip M. Halpern, Esq. Collier, Halpern, Newberg, Nolletti & Bock, LLP One North Lexington Avenue White Plains, New York 10601 (914) 684-6

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTIFICATION OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number 000-53527 Teton Advisors, Inc. (Exact name of registrant as specified i

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) Nicholas F. Ga

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y200 (CUSIP Number) Nicholas F. Galluccio Teton Advisors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 457-1071 (Name, Address and Telephone Number of Person Auth

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Cla

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Class B Common Stock (Title of Class of Securities) 88165Y101 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Bru

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Bruce N. Alpert Teton Advisors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Person Authorize

TETON ADVISORS, INC. RESTRICTED STOCK AWARD AGREEMENT

EX-10.5 3 exhibit10-5.htm RESTRICTED STOCK AWARD AGREEMENT, DATED MARCH 20, 2009 Exhibit 10.5 TETON ADVISORS, INC. RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT, (the "Agreement"), dated as of March 20, 2009, is made by and between Teton Advisors, Inc., a Delaware corporation (the "Company"), and Nicholas F. Galluccio (the "Grantee"). WHEREAS, the Company and the Grantee e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-53527 Teton Advisors, Inc.

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EX-10.4 2 exhibit10-4.htm EMPLOYMENT AGREEMENT, DATED JULY 18, 2008 Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement is made as of this 18th day of July, 2008 between Nicholas F. Galluccio (the "Executive") and Teton Advisors, Inc. (the "Company"). The Company desires to employ the Executive and the Executive desires to accept such employment on the terms and conditions set forth herein

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TETON ADVISORS, INC. (Name of Issuer) CLASS B COMMON STOCK (Title of Class of Securities) (CUSIP Number) Philip M. Halpern,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TETON ADVISORS, INC. (Name of Issuer) CLASS B COMMON STOCK (Title of Class of Securities) 88165Y101 (CUSIP Number) Philip M. Halpern, Esq. Collier, Halpern, Newberg, Nolletti & Bock, LLP One North Lexington Avenue White Plains, New York 10601 (914) 684-6800 (Name, Address

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 20, 2009 TETON ADVISORS, INC. (Exact name of registrant as specified in its charter) Delaware 0-53527 13-4008049 (State or other jurisdiction of incorporation) (Commission File N

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Cla

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Class B Common Stock (Title of Class of Securities) 88165Y101 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) Nicholas F. Galluccio Teton Advi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y200 (CUSIP Number) Nicholas F. Galluccio Teton Advisors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 457-1071 (Name, Address and Telephone Number of Person Authorized to Receive

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TETON ADVISORS, INC.

EX-3.1 8 tetonex31.htm EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TETON ADVISORS, INC. TETON ADVISORS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-4008049 (I.R.S. Employer Identification No.) 401 Theo

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EX-10.4 9 tetonex104.htm EXHIBIT10.4 EMPLOYMENT AGREEMENT This Employment Agreement is made as of this 18th day of July, 2008 between Nicholas F. Galluccio (the "Executive") and Teton Advisors, Inc. (the "Company"). The Company desires to employ the Executive and the Executive desires to accept such employment on the terms and conditions set forth herein. In consideration of the promises and coven

TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS _______ Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AN

EX-4.1 6 tetonex41.htm EXHIBIT 4.1 -NUMBER- TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF TETON ADVISORS, INC. Transferable on the books of the Corpo

SERVICE MARK AND NAME LICENSE AGREEMENT

EX-10.1 3 tetonex101.htm EXHIBIT 10.1 SERVICE MARK AND NAME LICENSE AGREEMENT THIS AGREEMENT, effective as of the 19th day of February, 2009 (“Effective Date”), is by and among GAMCO Investors, Inc., a corporation organized under the laws of New York (“GAMCO” or “Licensor”) and Teton Advisors, Inc., a corporation organized under the laws of Delaware and GAMCO Westwood Funds, a Massachusetts busine

SEPARATION AND DISTRIBUTION AGREEMENT

EX-10.3 5 tetonex103.htm EXHIBIT 10.3 SEPARATION AND DISTRIBUTION AGREEMENT This Separation and Distribution Agreement (the “Agreement”) is dated as of February 19, 2009, among GAMCO Investors, Inc. (“GAMCO”) and Teton Advisors, Inc. (“TETON”). As used herein, GAMCO on the one hand, and TETON, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”. WHEREA

GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 24, 2009

EX-99.1 CHARTER 7 tetonex991.htm EXHIBIT 99.1 Exhibit 99.1 GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 24, 2009 Dear GAMCO Investors Shareholder: On May 8, 2008, we announced a plan to spin-off certain shares of our subsidiary, Teton Advisors, Inc. We expect to complete this spin-off on March 20, 2009. We will accomplish the spin-off through a pro rata dividend of the c

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT

EX-10.2 4 tetonex102.htm EXHIBIT 10.2 TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of February 19, 2009, between GAMCO Investors, Inc., a New York corporation (“GAMCO”), and Teton Advisors, Inc., a Delaware corporation (“TETON”) (sometimes referred to herein individually as “Party”, o

AMENDED AND RESTATED TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I

EX-3.2 2 tetonex32.htm EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. Teton Advisors, Inc. (hereinafter the “Corporation”) shall maintain its registered office in the State of Delaware at 2711 Centerville Road, in the City of Wilmington, in the County of New Castle, and its resident agent at such address is Corporatio

SERVICE MARK AND NAME LICENSE AGREEMENT

EX-10.1 3 tetonex101.htm EXHIBIT 10.1 SERVICE MARK AND NAME LICENSE AGREEMENT THIS AGREEMENT, effective as of the 19th day of February, 2009 (“Effective Date”), is by and among GAMCO Investors, Inc., a corporation organized under the laws of New York (“GAMCO” or “Licensor”) and Teton Advisors, Inc., a corporation organized under the laws of Delaware and GAMCO Westwood Funds, a Massachusetts busine

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EX-10.4 9 tetonex104.htm EXHIBIT10.4 EMPLOYMENT AGREEMENT This Employment Agreement is made as of this 18th day of July, 2008 between Nicholas F. Galluccio (the "Executive") and Teton Advisors, Inc. (the "Company"). The Company desires to employ the Executive and the Executive desires to accept such employment on the terms and conditions set forth herein. In consideration of the promises and coven

TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS _______ Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AN

EX-4.1 6 tetonex41.htm EXHIBIT 4.1 -NUMBER- TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF TETON ADVISORS, INC. Transferable on the books of the Corpo

AMENDED AND RESTATED TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I

EX-3.2 2 tetonex32.htm EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. Teton Advisors, Inc. (hereinafter the “Corporation”) shall maintain its registered office in the State of Delaware at 2711 Centerville Road, in the City of Wilmington, in the County of New Castle, and its resident agent at such address is Corporatio

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TETON ADVISORS, INC.

EX-3.1 8 tetonex31.htm EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TETON ADVISORS, INC. TETON ADVISORS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-4008049 (I.R.S. Employer Identification No.) 401 Theo

GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 20, 2009

EX-99.1 CHARTER 7 tetonex991.htm EXHIBIT 99.1 Exhibit 99.1 GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 20, 2009 Dear GAMCO Investors Shareholder: On May 8, 2008, we announced a plan to spin-off certain shares of our subsidiary, Teton Advisors, Inc. We expect to complete this spin-off on February 23, 2009. We will accomplish the spin-off through a pro rata dividend of th

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT

EX-10.2 4 tetonex102.htm EXHIBIT 10.2 TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of February 19, 2009, between GAMCO Investors, Inc., a New York corporation (“GAMCO”), and Teton Advisors, Inc., a Delaware corporation (“TETON”) (sometimes referred to herein individually as “Party”, o

SEPARATION AND DISTRIBUTION AGREEMENT

EX-10.3 5 tetonex103.htm EXHIBIT 10.3 SEPARATION AND DISTRIBUTION AGREEMENT This Separation and Distribution Agreement (the “Agreement”) is dated as of February 19, 2009, among GAMCO Investors, Inc. (“GAMCO”) and Teton Advisors, Inc. (“TETON”). As used herein, GAMCO on the one hand, and TETON, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”. WHEREA

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Class B Common Stock

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Class B Common Stock (Title of Class of Securities) 88165Y101 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 9

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Bruce N. Alpert Teton

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Teton Advisors, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88165Y 200 (CUSIP Number) Bruce N. Alpert Teton Advisors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Person Authorized to Receive Notic

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TETON ADVISORS, INC.

EX-3.1 8 tetonex31.htm EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TETON ADVISORS, INC. TETON ADVISORS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware (the

AMENDED AND RESTATED TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I

EX-3.2 2 tetonex32.htm EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. Teton Advisors, Inc. (hereinafter the “Corporation”) shall maintain its registered office in the State of Delaware at 2711 Centerville Road, in the City of Wilmington, in the County of New Castle, and its resident agent at such address is Corporatio

GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 11, 2009

EX-99.1 CHARTER 7 tetonex991.htm EXHIBIT 99.1 Exhibit 99.1 GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 11, 2009 Dear GAMCO Investors Shareholder: On May 8, 2008, we announced a plan to spin-off certain shares of our subsidiary, Teton Advisors, Inc. We expect to complete this spin-off on , 2009. We will accomplish the spin-off through a pro rata dividend of the class B c

SEPARATION AND DISTRIBUTION AGREEMENT

EX-10.3 5 tetonex103.htm EXHIBIT 10.3 SEPARATION AND DISTRIBUTION AGREEMENT This Separation and Distribution Agreement (the “Agreement”) is dated as of , among GAMCO Investors, Inc. (“GAMCO”) and Teton Advisors, Inc. (“TETON”). As used herein, GAMCO on the one hand, and TETON, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”. WHEREAS, the Board of D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-4008049 (I.R.S. Employer Identification No.) 401 Theo

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT

EX-10.2 4 tetonex102.htm EXHIBIT 10.2 TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of , 2008, between GAMCO Investors, Inc., a New York corporation (“GAMCO”), and Teton Advisors, Inc., a Delaware corporation (“TETON”) (sometimes referred to herein individually as “Party”, or together,

TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS _______ Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AN

EX-4.1 6 tetonex41.htm EXHIBIT 4.1 -NUMBER- TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF TETON ADVISORS, INC. Transferable on the books of the Corpo

SERVICE MARK AND NAME LICENSE AGREEMENT

EX-10.1 3 tetonex101.htm EXHIBIT 10.1 SERVICE MARK AND NAME LICENSE AGREEMENT THIS AGREEMENT, effective as of the day of , 2008 (“Effective Date”), is by and among GAMCO Investors, Inc., a corporation organized under the laws of New York (“GAMCO” or “Licensor”) and Teton Advisors, Inc., a corporation organized under the laws of Delaware (“Teton” or “Licensee”). WHEREAS, Licensor is currently the h

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of , 2008, between GAMCO Investors, Inc.

GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 4, 2009

Exhibit 99.1 GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 February 4, 2009 Dear GAMCO Investors Shareholder: On May 8, 2008, we announced a plan to spin-off certain shares of our subsidiary, Teton Advisors, Inc. We expect to complete this spin-off on , 2009. We will accomplish the spin-off through a pro rata dividend of the class B common stock of Teton that we own to our shareho

AMENDED AND RESTATED TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I

AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. Teton Advisors, Inc. (hereinafter the “Corporation”) shall maintain its registered office in the State of Delaware at 2711 Centerville Road, in the City of Wilmington, in the County of New Castle, and its resident agent at such address is Corporation Service Company. The Corporation

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT This Separation and Distribution Agreement (the “Agreement”) is dated as of , among GAMCO Investors, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-4008049 (I.R.S. Employer Identification No.) 401 Theo

TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS _______ Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AN

-NUMBER- TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF TETON ADVISORS, INC. Transferable on the books of the Corporation by the holder hereof in pers

SERVICE MARK AND NAME LICENSE AGREEMENT

SERVICE MARK AND NAME LICENSE AGREEMENT THIS AGREEMENT, effective as of the day of , 2008 (“Effective Date”), is by and among GAMCO Investors, Inc.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TETON ADVISORS, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TETON ADVISORS, INC. TETON ADVISORS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware (the “Secretary”) on January 6, 1998, a

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of , 2008, between GAMCO Investors, Inc.

GAMCO Investors, Inc. One Corporate Center Rye, New York 10580

Exhibit 99.1 GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 January 14, 2009 Dear GAMCO Investors Shareholder: On May 8, 2008, we announced a plan to spin-off certain shares of our subsidiary, Teton Advisors, Inc. We expect to complete this spin-off on , 2009. We will accomplish the spin-off through a pro rata dividend of the class B common stock of Teton that we own to our shareho

CERTIFICATE OF INCORPORATION GABELLI ADVISERS, INC.

CERTIFICATE OF INCORPORATION OF GABELLI ADVISERS, INC. FIRST: The name of the Corporation is: GABELLI ADVISERS, INC. (the “Corporation”). SECOND: The registered office of the corporation and registered agent in the State of Delaware is to be located at 9 East Loockerman Street, Dover, Delaware 19901, County of Kent. The name of its registered agent is National Corporate Research, Ltd. THIRD: The n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-4008049 (I.R.S. Employer Identification No.) 401 Theo

AMENDED AND RESTATED TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I

AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. Teton Advisors, Inc. (hereinafter the “Corporation”) shall maintain its registered office in the State of Delaware at 2711 Centerville Road, in the City of Wilmington, in the County of New Castle, and its resident agent at such address is Corporation Service Company. The Corporation

SERVICE MARK AND NAME LICENSE AGREEMENT

SERVICE MARK AND NAME LICENSE AGREEMENT THIS AGREEMENT, effective as of the day of , 2008 (“Effective Date”), is by and among GAMCO Investors, Inc.

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT This Separation and Distribution Agreement (the “Agreement”) is dated as of , among GAMCO Investors, Inc.

TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS _______ Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AN

-NUMBER- TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF TETON ADVISORS, INC. Transferable on the books of the Corporation by the holder hereof in pers

GAMCO Investors, Inc. One Corporate Center Rye, New York 10580

EX-99.1 CHARTER 7 tetonex991.htm EXHIBIT 99.1 Exhibit 99.1 GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 December 11, 2008 Dear GAMCO Investors Shareholder: On May 8, 2008, we announced a plan to spin-off certain shares of our subsidiary, Teton Advisors, Inc. We expect to complete this spin-off on , 2008. We will accomplish the spin-off through a pro rata dividend of the class B c

CERTIFICATE OF INCORPORATION GABELLI ADVISERS, INC.

CERTIFICATE OF INCORPORATION OF GABELLI ADVISERS, INC. FIRST: The name of the Corporation is: GABELLI ADVISERS, INC. (the “Corporation”). SECOND: The registered office of the corporation and registered agent in the State of Delaware is to be located at 9 East Loockerman Street, Dover, Delaware 19901, County of Kent. The name of its registered agent is National Corporate Research, Ltd. THIRD: The n

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of , 2008, between GAMCO Investors, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-4008049 (I.R.S. Employer Identification No.) 401 Theo

AMENDED AND RESTATED TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I

AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. Teton Advisors, Inc. (hereinafter the “Corporation”) shall maintain its registered office in the State of Delaware at 2711 Centerville Road, in the City of Wilmington, in the County of New Castle, and its resident agent at such address is Corporation Service Company. The Corporation

SERVICE MARK AND NAME LICENSE AGREEMENT

SERVICE MARK AND NAME LICENSE AGREEMENT THIS AGREEMENT, effective as of the day of , 2008 (“Effective Date”), is by and among GAMCO Investors, Inc.

December 11, 2008

December 11, 2008 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT This Separation and Distribution Agreement (the “Agreement”) is dated as of , among GAMCO Investors, Inc.

TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS _______ Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AN

-NUMBER- TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF TETON ADVISORS, INC. Transferable on the books of the Corporation by the holder hereof in pers

GAMCO Investors, Inc. One Corporate Center Rye, New York 10580

Exhibit 99.1 GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 , 2008 Dear GAMCO Investors Shareholder: On May 8, 2008, we announced a plan to spin-off certain shares of our subsidiary, Teton Advisors, Inc. We expect to complete this spin-off on , 2008. We will accomplish the spin-off through a pro rata dividend of the class B common stock of Teton that we own to our shareholders. At

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of , 2008, between GAMCO Investors, Inc.

SERVICE MARK AND NAME LICENSE AGREEMENT

SERVICE MARK AND NAME LICENSE AGREEMENT THIS AGREEMENT, effective as of the day of , 2008 (“Effective Date”), is by and among GAMCO Investors, Inc.

TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS _______ Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AN

-NUMBER- TETON ADVISORS, INC. CLASS B COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS Shares Class B Common Stock Par Value $0.001 Each This is to Certify that is the owner of ** FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF TETON ADVISORS, INC. Transferable on the books of the Corporation by the holder hereof in pers

CERTIFICATE OF INCORPORATION GABELLI ADVISERS, INC.

CERTIFICATE OF INCORPORATION OF GABELLI ADVISERS, INC. FIRST: The name of the Corporation is: GABELLI ADVISERS, INC. (the “Corporation”). SECOND: The registered office of the corporation and registered agent in the State of Delaware is to be located at 9 East Loockerman Street, Dover, Delaware 19901, County of Kent. The name of its registered agent is National Corporate Research, Ltd. THIRD: The n

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT This Separation and Distribution Agreement (the “Agreement”) is dated as of , among GAMCO Investors, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-4008049 (I.R.S. Employer Identification No.) 401 Theo

AMENDED AND RESTATED TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I

AMENDED AND RESTATED BY-LAWS OF TETON ADVISORS, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. Teton Advisors, Inc. (hereinafter the “Corporation”) shall maintain its registered office in the State of Delaware at 2711 Centerville Road, in the City of Wilmington, in the County of New Castle, and its resident agent at such address is Corporation Service Company. The Corporation