- Amended Statement of Ownership (SC 13G/A)
February 13 2009 - 1:50PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
(Rule
13d-102)
Information
Statement Pursuant to Rules 13d-1
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Common
Stock, $.06 2/3 par value per share
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder 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. 057665200
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1.
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Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Trigran Investments, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Illinois company
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
594,021 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
594,021 shares of Common Stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
594,021 shares of Common Stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 3.3% as of December 31, 2008 (based on 18,187,804 shares of
Common Stock issued and outstanding per Balchem Corporation Form 10-Q dated
November 7, 2008).
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12.
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Type of Reporting Person
(See Instructions)
CO
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2
CUSIP No. 057665200
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1.
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Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Douglas Granat
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
594,021 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
594,021 shares of Common Stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
594,021 shares of Common Stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 3.3% as of December 31, 2008 (based on 18,187,804 shares of
Common Stock issued and outstanding per Balchem Corporation Form 10-Q dated
November 7, 2008).
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12.
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Type of Reporting Person
(See Instructions)
IN/HC
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3
CUSIP No. 057665200
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1.
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Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Lawrence A. Oberman
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
594,021 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
594,021 shares of Common Stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
594,021 shares of Common Stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 3.3% as of December 31, 2008 (based on 18,187,804 shares of
Common Stock issued and outstanding per Balchem Corporation Form 10-Q dated
November 7, 2008).
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12.
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Type of Reporting Person
(See Instructions)
IN/HC
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4
CUSIP No. 057665200
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1.
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Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Steven G. Simon
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
594,021 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
594,021 shares of Common Stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
594,021 shares of Common Stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 3.3% as of December 31, 2008 (based on 18,187,804 shares of
Common Stock issued and outstanding per Balchem Corporation Form 10-Q dated
November 7, 2008).
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12.
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Type of Reporting Person
(See Instructions)
IN/HC
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5
Item 1.
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(a)
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Name of Issuer
Balchem Corporation
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(b)
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Address of Issuers
Principal Executive Offices
52 Sunrise Park Road
P.O. Box 600
New Hampton, NY 10958
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Item 2.
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(a)
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Name of Person Filing
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(b)
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Address of Principal
Business Office or, if none, Residence
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(c)
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Citizenship
Trigran Investments, Inc.
630 Dundee Road, Suite 230
Northbrook, IL 60062
Illinois company
Douglas Granat
630 Dundee Road, Suite 230
Northbrook, IL 60062
U.S. Citizen
Lawrence A. Oberman
630 Dundee Road, Suite 230
Northbrook, IL 60062
U.S. Citizen
Steven G. Simon
630 Dundee Road, Suite 230
Northbrook, IL 60062
U.S. Citizen
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(d)
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Title of Class of
Securities
Common Stock, $.06 2/3 par value per share
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(e)
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CUSIP Number
057665200
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in
accordance with § 240.13d1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with
§ 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with
§ 240.13d1(b)(1)(ii)(J),
please specify the type of institution:____________________________
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If this statement is filed
pursuant to Rule 13d-1(c), check this box.
x
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Item 4.
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Ownership
(1)
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially
owned:
Incorporated by reference
to Item 9 of the cover page pertaining to each reporting person.
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(b)
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Percent of class:
Incorporated by reference
to Item 11 of the cover page pertaining to each reporting person.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
Incorporated by reference
to Item 5 of the cover page pertaining to each reporting person.
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(ii)
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Shared power to vote or to
direct the vote
Incorporated by reference
to Item 6 of the cover page pertaining to each reporting person.
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(iii)
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Sole power to dispose or
to direct the disposition of
Incorporated by reference
to Item 7 of the cover page pertaining to each reporting person.
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(iv)
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Shared power to dispose or
to direct the disposition of
Incorporated by reference
to Item 8 of the cover page pertaining to each reporting person.
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Item 5.
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Ownership of Five Percent or Less
of a Class
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
x
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
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Not Applicable.
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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(1) Douglas Granat, Lawrence A. Oberman and Steven G. Simon are the
controlling shareholders and sole directors of Trigran Investments, Inc. and
thus may be considered the beneficial owners of shares beneficially owned by
Trigran Investments, Inc.
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Item 10.
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Certification
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By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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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 this 13th day of February, 2009.
TRIGRAN INVESTMENTS, INC.
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By:
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/s/ Lawrence A. Oberman
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Name: Lawrence A. Oberman
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Its: Executive Vice President
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/s/ Lawrence A. Oberman
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Lawrence A. Oberman
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/s/ Douglas Granat
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Douglas Granat
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/s/ Steven G. Simon
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Steven G. Simon
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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8
CUSIP No. 057665200
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INDEX TO EXHIBITS
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PAGE
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EXHIBIT 1:
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Agreement to Make a Joint Filing
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1
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9
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