- Amended Statement of Beneficial Ownership (SC 13D/A)
September 25 2009 - 4:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
California Micro Devices Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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
).
|
1
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NAME OF REPORTING PERSON
DIALECTIC CAPITAL MANAGEMENT, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
14
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TYPE OF REPORTING PERSON
|
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1
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NAME OF REPORTING PERSON
DIALECTIC CAPITAL PARTNERS, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
14
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TYPE OF REPORTING PERSON
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1
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NAME OF REPORTING PERSON
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
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TYPE OF REPORTING PERSON
|
|
1
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NAME OF REPORTING PERSON
DIALECTIC ANTITHESIS PARTNERS, LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON
|
|
1
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NAME OF REPORTING PERSON
DIALECTIC ANTITHESIS OFFSHORE, LTD.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE OF REPORTING PERSON
|
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
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TYPE OF REPORTING PERSON
|
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE OF REPORTING PERSON
|
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE OF REPORTING PERSON
|
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE OF REPORTING PERSON
|
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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14
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TYPE OF REPORTING PERSON
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The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.
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Item 2.
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Identity and Background
.
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Item 2 is hereby amended to add the following:
At the Annual Meeting held by the Issuer on September 17, 2009, DCP’s director nominees, John Fichthorn, J. Michael Gullard and Kenneth Potashner, were elected to the Board of Directors of the Issuer. The election results were certified on September 23, 2009. Accordingly, Messrs. Gullard and Potashner are no
longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3. Mr. Riley also is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 3. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable
law.
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Item
3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by DCP, DOF, DAP and DAO were purchased with working capital (no borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business) in open market purchases. The aggregate purchase cost of the 2,025,011 Shares beneficially
owned in the aggregate by DCP, DOF, DAP and DAO is $6,551,526.10.
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Item
4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
At the Annual Meeting held by the Issuer on September 17, 2009, DCP’s director nominees, John Fichthorn, J. Michael Gullard and Kenneth Potashner, were elected to the Board of Directors of the Issuer. The election results were certified on September 23, 2009.
The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or in Mr. Fichthorn’s capacity as a director of the Issuer. Depending on various factors, including, without limitation, the
Issuer's financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, communications with management and the Board of the Issuer, nominating or recommending additional candidates to serve as members of the Board, having discussions with other stockholders and potential nominees
to the Board, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
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Item
5.
|
Interest in Securities of the Issuer
.
|
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 22,917,914 Shares outstanding, as of July 20, 2009, which is the total number of Shares outstanding as reported in the Issuer's Revised Definitive Proxy Statement on Form DEFR 14A, filed with the Securities and Exchange Commission on July 29, 2009.
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As of the date hereof, the Investment Manager may be deemed to be the beneficial owner of 2,025,011 Shares, constituting approximately 8.8% of the Shares outstanding.
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The Investment Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,025,011 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,025,011 Shares.
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The Investment Manager specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
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As of the date hereof, DCP may be deemed to be the beneficial owner of 318,631 Shares, constituting approximately 1.4% of the Shares outstanding.
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DCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 318,631 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 318,631 Shares.
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DCP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
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In addition, DCP, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DCP specifically disclaims beneficial ownership of such Shares, except to the extent of
its pecuniary interest therein.
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As of the date hereof, DOF may be deemed to be the beneficial owner of 186,780 Shares, constituting less than one percent of the Shares outstanding.
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DOF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 186,780 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 186,780 Shares.
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DOF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
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In addition, DOF, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DOF specifically disclaims beneficial ownership of such Shares, except to the extent of
its pecuniary interest therein.
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|
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As of the date hereof, DAP may be deemed to be the beneficial owner of 582,453 Shares, constituting approximately 2.5% of the Shares outstanding.
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DAP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 582,453 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 582,453 Shares.
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DAP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
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In addition, DAP, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DAP specifically disclaims beneficial ownership of such Shares, except to the extent of
its pecuniary interest therein.
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As of the date hereof, DAO may be deemed to be the beneficial owner of 937,147 Shares, constituting approximately 4.1% of the Shares outstanding.
|
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DAO has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 937,147 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 937,147 Shares.
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DAO specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
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In addition, DAO, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. DAO specifically disclaims beneficial ownership of such Shares, except to the extent of
its pecuniary interest therein.
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As of the date hereof, JF may be deemed to be the beneficial owner of 2,025,011 Shares, constituting approximately 8.8% of the Shares outstanding.
|
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JF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,025,011 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,025,011 Shares.
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JF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
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As of the date hereof, LF may be deemed to be the beneficial owner of 2,025,011 Shares, constituting approximately 8.8% of the Shares outstanding.
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LF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,025,011 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,025,011 Shares.
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LF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
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As of the date hereof, none of Messrs. Riley, Gullard or Potashner directly owns any Shares.
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The trading dates, number of Shares purchased and price per share for all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A. All such transactions were effected in open market transactions with brokers, except where indicated.
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
On September 25, 2009, the Investment Manager, DCP, DOF, DAP, DAO, JF and LF (collectively the “Group”) entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to the filing of this Amendment No. 3 agreed to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to include the following exhibit:
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Exhibit 99.1
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Joint Filing Agreement by and among Dialectic Capital Management, LLC, Dialectic Capital Partners, LP, Dialectic Offshore, Ltd., Dialectic Antithesis Partners, LP, Dialectic Antithesis Offshore, Ltd., John Fichthorn and Luke Fichthorn, dated September 25, 2009.
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SIGNATURE
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: September 25, 2009
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DIALECTIC CAPITAL PARTNERS, LP
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By:
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Dialectic Capital, LLC, its general partner
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By:
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Name:
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John Fichthorn
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Title:
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Managing Member
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DIALECTIC CAPITAL MANAGEMENT, LLC
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By:
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Name:
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John Fichthorn
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|
Title:
|
Managing Member
|
|
|
DIALECTIC OFFSHORE, LTD.
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
John Fichthorn
|
|
|
|
Title:
|
Director
|
|
|
DIALECTIC ANTITHESIS PARTNERS, LP
|
|
|
|
|
|
By:
|
Dialectic Capital, LLC, its general partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
John Fichthorn
|
|
|
|
Title:
|
Managing Member
|
|
|
DIALECTIC ANTITHESIS OFFSHORE, LTD.
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
John Fichthorn
|
|
|
|
Title:
|
Director
|
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D
|
Shares of Common Stock
Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
DIALECTIC CAPITAL PARTNERS, LP
|
229
|
|
2.4500
|
06/22/2009
|
|
687
|
|
2.4184
|
06/23/2009
|
DIALECTIC OFFSHORE, LTD.
|
140
|
|
2.4500
|
06/22/2009
|
|
419
|
|
2.4184
|
06/23/2009
|
DIALECTIC ANTITHESIS OFFSHORE, LTD.
|
1,286
|
|
2.4500
|
06/22/2009
|
|
3,859
|
|
2.4184
|
06/23/2009
|
|
5,557
|
|
2.3667
|
06/23/2009
|
DIALECTIC ANTITHESIS PARTNERS, LP
|
845
|
|
2.4500
|
06/22/2009
|
|
2,535
|
|
2.4184
|
06/23/2009
|
|
3,454
|
|
2.3667
|
06/23/2009
|
DIALECTIC CAPITAL MANAGEMENT, LLC
NONE
JOHN FICHTHORN
NONE
LUKE FICHTHORN
NONE
BRYANT RILEY
NONE
KENNETH POTASHNER
NONE
J. MICHAEL GULLARD
NONE
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