The
following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D
filed by the undersigned. This Amendment No. 1 amends the Schedule
13D as specifically set forth.
Item
2.
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Identity and
Background.
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Item 2 is
hereby amended and restated to read as follows:
(a) This
statement is filed with respect to the Issuer’s Common Stock, par value $0.0001
per share (the “Shares”), beneficially owned by:
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(i)
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Raging
Capital Fund, LP, a Delaware limited partnership (“Raging Capital
Fund”);
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(ii)
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Raging
Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital
Fund QP” and together with Raging Capital Fund, the “Raging
Funds”);
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(iii)
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Raging
Capital Management, LLC, a Delaware limited liability company (“Raging
Capital”), who serves as the general partner of each of the Raging Funds;
and
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(iv)
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William
C. Martin (“Mr. Martin”), who serves as the managing member of Raging
Capital.
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Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” Each of the Reporting Persons is party to that
certain Joint Filing Agreement, as further described in Item
6. Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13D.
(b) The
address of the principal office of each of the Reporting Persons is 254
Witherspoon Street, Princeton, New Jersey 08542.
(c) The
principal business of each of the Raging Funds is investing in
securities. The principal business of Raging Capital is serving as
the general partner of each of the Raging Funds. The principal
occupation of Mr. Martin is serving as the managing member of Raging
Capital.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) The
Raging Funds and Raging Capital are organized under the laws of the State of
Delaware. Mr. Martin is a citizen of the United States of
America.
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
aggregate purchase price of the 1,370,376 Shares owned directly by the Raging
Funds is approximately $5,335,155, including brokerage
commissions. The Shares owned directly by the Raging Funds were
acquired with the working capital of the Raging Funds.
The
aggregate purchase price of the 15,500 Shares owned directly by Mr. Martin is
approximately $67,899, including brokerage commissions. The Shares
owned directly by Mr. Martin were acquired with the personal funds of Mr.
Martin.
The
Raging Funds and Mr. Martin effect purchases of securities primarily through
margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and the prime brokers’ credit policies. In such instances, the
positions held in the margin accounts are pledged as collateral security for the
repayment of debit balances in the accounts.
Item
4.
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Purpose of
Transaction.
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Item 4 is
hereby amended to add the following:
On June
23, 2009, the Issuer announced the appointment of Mr. Martin as a director of
the Issuer, effective July 1, 2009.
Except as
may be required in the future in the fulfillment of his fiduciary duties as a
director of the Issuer, Mr. Martin has no 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.
Item
5.
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Interest in Securities
of the Issuer
.
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Item 5 is
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 16,793,397 Shares outstanding as of February 1, 2009, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on February 9,
2009.
As of the
close of business on June 24, 2009, Raging Capital Fund directly owned 722,289
Shares, constituting approximately 4.3% of the Shares outstanding. By
virtue of their relationships with Raging Capital Fund discussed in further
detail in Item 2, each of Raging Capital and Mr. Martin may be deemed to
beneficially own the Shares owned by Raging Capital Fund.
As of the
close of business on June 24, 2009, Raging Capital Fund QP directly owned
648,087 Shares, constituting approximately 3.9% of the Shares
outstanding. By virtue of their relationships with Raging Capital
Fund QP discussed in further detail in Item 2, each of Raging Capital and Mr.
Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund
QP.
As of the
close of business on June 24, 2009, Mr. Martin directly owned 15,500 Shares,
constituting less than 1% of the Shares outstanding.
(b)
Each of
the Raging Funds shares with Raging Capital and Mr. Martin the power to vote and
dispose of the Shares directly owned, respectively, by the Raging
Funds. Mr. Martin has the sole power to vote and dispose of the
Shares directly owned by Mr. Martin.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the
past sixty days by the Reporting Persons. All of such transactions
were effected in the open market.
(d) 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.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any of the Shares reported
herein. Each of the Reporting Persons specifically disclaims
beneficial ownership of the Shares reported herein that are not directly owned
by such Reporting Person.
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 and restated to read as follows:
On June
25, 2009, the Reporting Persons entered into a Joint Filing Agreement in which
the Reporting Persons agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to securities of the Issuer, to the
extent required by applicable law. A copy of this agreement is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
Item
7.
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Material to be Filed
as Exhibits
.
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Item 7 is
hereby amended to add the following exhibit:
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99.1
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Joint
Filing Agreement by and among Raging Capital Fund, LP, Raging Capital Fund
(QP), LP, Raging Capital Management, LLC and William C. Martin, dated June
25, 2009.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June
25, 2009
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Raging
Capital Fund, LP
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By:
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Raging
Capital Management, LLC
General
Partner
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By:
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/s/
William
C. Martin
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Name:
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William
C. Martin
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Title:
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Managing
Member
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Raging
Capital Fund (QP), LP
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By:
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Raging
Capital Management, LLC
General
Partner
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By:
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/s/
William
C. Martin
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Name:
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William
C. Martin
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Title:
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Managing
Member
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Raging
Capital Management, LLC
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By:
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/s/
William
C. Martin
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Name:
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William
C. Martin
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Title:
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Managing
Member
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/s/
William
C. Martin
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William
C. Martin
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SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
Shares
of Common
Stock Purchased/(Sold)
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Price
Per
Share($)
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Date
of
Purchase/Sale
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RAGING CAPITAL FUND, L
P
3,300
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1.8129
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04/22/2009
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2,268
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1.8864
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04/23/2009
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