The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D, originally filed by the undersigned on July 30, 2007, as amended (the “Schedule 13D”). This Amendment No. 6 amends the Schedule 13D as specifically set forth.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase cost of the 10,904,702 Shares owned directly by Mr. Duggan is approximately $36,796,579.61, including brokerage commissions. Such Shares were acquired with personal funds. The aggregate purchase cost of the 602,714 Shares held in managed accounts pursuant to agreements with Robert W. Duggan & Associates (“RWD&A”), of which Mr. Duggan is a principal, that may be deemed to be beneficially owned by Mr. Duggan is approximately $2,649,424.48, including brokerage commissions. The 602,714 Shares were acquired with investment funds.
The aggregate purchase cost of the 1,909,676 shares directly owned by RWD Acquisition is $2,005,159.80 pursuant to a cash tender offer by RWD Acquisition that expired on May 30, 2008. Such shares were acquired with personal funds provided by Mr. Duggan.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 59,107,272 Shares outstanding, which is the sum of (i) 51,052,304 Shares outstanding as of April 30, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2010, plus (ii) an aggregate of 8,054,968 Shares issued pursuant to the Issuer’s registered direct public offering, as described in the Issuer’s Current Report on Form 8-K dated June 17, 2010 (the “Registered Direct Offering”).
As of the close of business on June 23, 2010, Robert W. Duggan may be deemed to beneficially own 13,417,092 Shares, constituting approximately 22.7% of the Shares outstanding. Mr. Duggan directly owns 10,904,702 Shares, constituting approximately 18.4% of the Shares outstanding. As the Sole Member of RWD Acquisition, Mr. Duggan may be deemed to beneficially own the 1,909,676 shares held by RWD Acquisition, constituting approximately 3.2% of the Shares outstanding. As the principal of RWD&A and pursuant to agreements RWD&A has entered into with respect to the Shares of the Issuer, Mr. Duggan may be deemed to beneficially own the 602,714 Shares managed by RWD&A, constituting approximately 1.0% of the Shares outstanding. Mr. Duggan disclaims beneficial ownership of the Shares managed by RWD&A except to the extent of his pecuniary interest therein.
(b) Mr. Duggan has the sole power to vote and dispose of the 10,904,702 Shares directly owned by him, as well as the 1,909,676 Shares owned by RWD Acquisition. Mr. Duggan has the sole power to dispose of the 602,714 Shares that he may be deemed to beneficially own. The actual owners of the 602,714 Shares managed by RWD&A that Mr. Duggan may be deemed to beneficially own have the sole power to vote such shares.
| | (c) | The following transactions were effected in the last 60 days: |
Shares of Common Stock Purchased / (Sold) | Price Per Share($) | Date of Purchase / Sale |
1,075,2682 | | 6.51 | 06/21/20103 |
(d) Mr. Duggan has the right to receive and the power to direct the receipt of dividends from, or proceeds from the sale of, the 10,904,702 Shares owned directly by him. The actual owners of the 602,714 shares that Mr. Duggan may be deemed to beneficially own have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such Shares.
2 Shares acquired in the Registered Direct Offering.
3 Closing date of the Registered Direct Offering.
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: June 23, 2010 | RWD ACQUISITION I LLC |
| | |
| | By: | |
| | | Robert W. Duggan Sole Member |
