Magal Security Systems Ltd - Statement of Ownership (SC 13G)
February 14 2008 - 12:34PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Magal Security Systems Ltd.
(Name of Issuer)
Ordinary Shares, NIS 1.0 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:
þ
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
1
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prescott Group Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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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
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State of Oklahoma
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5
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SOLE VOTING POWER
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NUMBER OF
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539,097
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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539,097
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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539,097
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.2%**
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12
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TYPE OF REPORTING PERSON*
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IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
2
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prescott Group Aggressive Small Cap, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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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
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State of Oklahoma
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
|
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SHARED VOTING POWER
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BENEFICIALLY
|
|
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OWNED BY
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539,097
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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|
|
|
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539,097
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|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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539,097
|
|
|
|
10
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.2%**
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12
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
3
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prescott Group Aggressive Small Cap II, L.P.
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|
|
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
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(a)
o
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(b)
o
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|
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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
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State of Oklahoma
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5
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SOLE VOTING POWER
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|
|
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NUMBER OF
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0
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|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
539,097
|
|
|
|
|
EACH
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7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
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8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
539,097
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
539,097
|
|
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
|
o
|
|
|
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
|
5.2%**
|
|
|
|
12
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TYPE OF REPORTING PERSON*
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|
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
4
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Phil Frohlich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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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
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U.S. Citizen
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5
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SOLE VOTING POWER
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NUMBER OF
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539,097
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|
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SHARES
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6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
539,097
|
|
|
|
|
WITH
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8
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
539,097
|
|
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.2%**
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12
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TYPE OF REPORTING PERSON*
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IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
5
SCHEDULE 13G
This Schedule 13G (the Schedule 13G) is being filed on behalf of Prescott Group Capital
Management, L.L.C., an Oklahoma limited liability company (Prescott Capital), Prescott Group
Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group
Aggressive Small Cap II, L.P., an Oklahoma limited partnership (Prescott Small Cap II and
together with Prescott Small Cap, the Small Cap Funds) and Mr. Phil Frohlich the principal of
Prescott Capital, relating to shares of Common Stock of Magal Security Systems Ltd., an Israel
corporation (the Issuer).
This Schedule 13G relates to shares of Ordinary Shares, NIS 1.0 per share, (the Common
Stock) of the Issuer purchased by the Small Cap Funds through the account of Prescott Group
Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (Prescott Master Fund),
of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner
of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master
Fund, to direct the vote and disposition of the 539,097 shares of Common Stock held by the Master
Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of
the 539,097 shares of Common Stock held by Prescott Master Fund.
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Item 1(a)
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Name of Issuer.
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Magal Security Systems Ltd.
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Item 1(b)
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Address of Issuers Principal Executive Offices.
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P.O. Box 70, Industrial Zone
Yehud 56100, Israel
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Item 2(a)
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Name of Person Filing.
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Prescott Group Capital Management, L.L.C. (Prescott Capital), Prescott Group
Aggressive Small Cap, L.P. (Prescott Small Cap), Prescott Group Aggressive Small
Cap II, L.P. (Prescott Small Cap II and together with Prescott Small Cap, the
Small Cap Funds), and Mr. Phil Frohlich.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104-6529
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Item 2(c)
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Citizenship or Place of Organization.
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Prescott Capital is an Oklahoma limited liability company. Prescott Small Cap is an
Oklahoma limited partnership. Mr. Phil Frohlich is the principal of Prescott
Capital and is a U.S. citizen.
6
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Item 2(d)
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Title of Class of Securities.
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Ordinary Shares, NIS 1.0 per share (the Common Stock).
M6786D104
Inapplicable.
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(a)
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Prescott Capital is the beneficial owner of 539,097 shares of
Common Stock and Mr. Phil Frohlich is the beneficial owner of 539,097 shares of
Common Stock.
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(b)
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Prescott Capital and Mr. Phil Frohlich are the beneficial
owners of 5.2% of the outstanding shares of Common Stock. This percentage is
determined by dividing 539,097 by 10,391,548, the number of shares of Common
Stock issued and outstanding as of December 31, 2006, as reported in the
Issuers Form 20-F/A filed on January 22, 2008.
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(c)
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Prescott Capital, as the general partner of the Small Cap
Funds, the general partners of Prescott Master Fund, may direct them to direct
the vote and disposition of the 539,097 shares of Common Stock held by Prescott
Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may
direct the vote and disposition of the 539,097 shares of Common Stock held by
Prescott Master Fund.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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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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Inapplicable.
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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.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
7
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Item 9
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Notice of Dissolution of Group.
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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.
Joint Filing Agreement dated February 14, 2008, between Prescott Capital, Prescott
Small Cap and Mr. Phil Frohlich.
8
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.
Date: February 14, 2008
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By: Prescott Group Capital Management, L.L.C., its
general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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|
|
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By: Prescott Group Capital Management, L.L.C., its
general partner
|
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|
|
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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/s/ Phil Frohlich
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Phil Frohlich
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9
EXHIBIT INDEX
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Exhibit 1
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Joint Filing Agreement dated February 14, 2008, between Prescott Capital, Prescott Small
Cap and Mr. Phil Frohlich.
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