| | (a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): SRB Management, L.P., a Texas limited partnership (“SRB Management”); SRB Greenway Opportunity Fund, (QP), L.P., a Texas limited partnership (“Greenway Opportunity QP”); SRB Greenway Opportunity Fund, L.P., a Texas limited partnership (“Greenway Opportunity, L.P.”); BC Advisors, LLC, a Texas limited liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A. Drapkin (“Mr. Drapkin”). The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the “Joint Filing Agreement”). Greenway Opportunity QP and Greenway Opportunity, L.P. are collectively referred to herein as the “Greenway Funds”. Mr. Becker and Mr. Drapkin are the sole members of BCA, and BCA is the general partner of SRB Management. Mr. Becker and Mr. Drapkin are also limited partners of SRB Management. SRB Management is the general partner of, and investment manager for, the Greenway Funds. (b) The business address of each Reporting Person is 300 Crescent Court, Suite 1111, Dallas, Texas 75201. (c) The present principal occupation of each of Mr. Becker and Mr. Drapkin is serving as a co-managing member of BCA. The principal business of BCA is serving as the general partner of SRB Management. The principal business of SRB Management is serving as the general partner of, and investment manager for, the Greenway Funds and other limited partnerships. The principal business of each of the Greenway Funds is acquiring and holding an interest in the Issuer and other securities. (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 a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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) Mr. Becker and Mr. Drapkin are citizens of the United States of America. The place of organization of all other Reporting Persons is listed in paragraph (a) of this Item 2. |
| | (a), (b) As of the date hereof, the Reporting Persons own an aggregate of 2,066,601 shares of Common Stock. Based upon a total of 15,297,183 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending September 30, 2009, the Reporting Persons’ shares represent approximately 13.510% of the outstanding shares of Common Stock. Greenway Opportunity QP owns 1,397,672 shares of Common Stock (the “Greenway Opportunity QP Shares”), which represent approximately 9.137% of the outstanding shares of Common Stock. Greenway Opportunity, L.P. owns 172,746 shares of Common Stock (the “Greenway Opportunity, L.P. Shares”), which represent approximately 1.129% of the outstanding shares of Common Stock. Mr. Becker owns 381,679 shares of Common Stock (the “Becker Shares”), which represent approximately 2.495% of the outstanding shares of Common Stock. Mr. Drapkin owns 114,504 shares of Common Stock (the “Drapkin Shares”), which represent approximately 0.749% of the outstanding shares of Common Stock. The Greenway Opportunity QP Shares and Greenway Opportunity, L.P. Shares are collectively referred to herein as the “Greenway Funds Shares”. Greenway Opportunity QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Greenway Opportunity QP Shares. Greenway Opportunity QP disclaims beneficial ownership of the Greenway Opportunity, L.P. Shares, the Becker Shares and the Drapkin Shares. Greenway Opportunity, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Greenway Opportunity, L.P. Shares. Greenway Opportunity, L.P. disclaims beneficial ownership of the Greenway Opportunity QP Shares, the Becker Shares and the Drapkin Shares. As general partner of the Greenway Funds, SRB Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Greenway Funds Shares. SRB Management does not own any shares of Common Stock directly and disclaims beneficial ownership of the Greenway Funds Shares. As general partner of SRB Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by SRB Management. BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by SRB Management. Mr. Becker has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Shares. Mr. Drapkin has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Drapkin Shares. As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA. Furthermore, Mr. Becker disclaims beneficial ownership of the Drapkin Shares, and Mr. Drapkin disclaims beneficial ownership of the Becker Shares. As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5. (c) On March 5, 2010, Greenway Opportunity QP, Greenway Opportunity, L.P., Mr. Becker and Mr. Drapkin purchased shares of Common Stock directly from the Issuer in a private placement pursuant to a purchase agreement (the “Purchase Agreement”) and registration rights agreement (the “Registration Rights Agreement”) by and among the Issuer, Lansdowne UK Strategic Master Investment Fund Limited, Greenway Opportunity QP, Greenway Opportunity, L.P., Mr. Becker, Mr. Drapkin and Paragon Associates JV. Under the Purchase Agreement and Registration Rights Agreement, Greenway Opportunity QP purchased 1,358,779 shares of Common Stock; Greenway Opportunity, L.P. purchased 167,939 shares of Common Stock; Mr. Becker purchased 381,679 shares of Common Stock; and Mr. Drapkin purchased 114,504 shares of Common Stock, in each case for $1.31 per share. This transaction is described more fully in the Form 8-K filed by the Issuer on March 8, 2010. That filing is incorporated herein by reference, including all attachments thereto, and this description of the Purchase Agreement and Registration Rights Agreement is qualified in its entirety by reference thereto. The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all other transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below. |
