The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follow:
The aggregate purchase price of the 1,935,278 Shares owned directly by PCP II is approximately $8,518,788, including brokerage commissions. The Shares owned directly by PCP II were acquired with its working capital.
The aggregate purchase price of the 115,749 Shares owned directly by PCP III is approximately $474,885, including brokerage commissions. The Shares owned directly by PCP III were acquired with its working capital.
The aggregate purchase price of the 906,576 Shares owned directly by PCP I is approximately $3,842,507, including brokerage commissions. The Shares owned directly by PCP I were acquired with its working capital.
The aggregate purchase price for the 178,314 Shares owned directly by Mr. Singer is approximately $796,213, including brokerage commissions. Such Shares were acquired with Mr. Singer’s personal funds.
The aggregate purchase price for the 10,500 Shares held directly by Mr. Colombatto is approximately $39,965, including brokerage commissions. Such Shares were acquired with Mr. Colombatto’s personal funds. The aggregate purchase price for the 13,100 Shares that are held in a trust of which Mr. Colombatto is a trustee and a beneficiary with his wife, is approximately $48,209, including brokerage commissions. Such Shares were acquired with the trust’s working capital. The aggregate purchase of the 6,900 shares which are held in a trust for the benefit of his child who shares the same household is approximately $25,989, including brokerage commissions. Such Shares were acquired with the trust’s working capital.
PCP II, PCP III and PCP I each 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 5. | Interest in Securities of the Issuer. |
Item 5(a) - (c) is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 45,410,784 Shares outstanding, which is the total number of Shares outstanding as of February 28, 2013 as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on March 15, 2013.
As of the close of business on April 19, 2013, PCP II beneficially owns 1,935,278 Shares, constituting approximately 4.3 % of the Shares outstanding. By virtue of their relationships with PCP II discussed in further detail in Item 2, each of Potomac Management II and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP II.
As of the close of business on April 19, 2013, PCP III beneficially owns 115,749 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with PCP III discussed in further detail in Item 2, each of Potomac Management III and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP III.
As of the close of business on April 19, 2013, PCP I beneficially owned 906,576 Shares, constituting approximately 2.0% of the Shares outstanding. By virtue of their relationships with PCP I discussed in further detail in Item 2, each of Potomac Management I and Mr. Solit may be deemed to beneficially own the Shares beneficially owned by PCP I.
As of the close of business on April 19, 2013, Mr. Singer directly owned 178,314 Shares, constituting less than 1% of the Shares outstanding.
As of the close of business on April 19, 2013, Mr. Colombatto directly owned 10,500 Shares, may be deemed to beneficially own 13,100 Shares that are held in a trust of which Mr. Colombatto is a trustee and a beneficiary with his wife, and may be deemed to beneficially own 6,900 shares which are held in a trust for his child who shares the same household, which in the aggregate constitute less than 1% of the Shares outstanding.
As a result of certain of the matters described in Item 4 in the Schedule 13D, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder by the SEC. The aggregate number of Shares that would be deemed beneficially owned collectively by the Reporting Persons as a group is 3,166,417, which represents approximately 7.0% of the Shares outstanding.
(b) PCP II, Potomac Management II and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP II. PCP III, Potomac Management III and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP III. PCP I, Potomac Management I and Mr. Solit share the power to vote and dispose of the Shares beneficially owned by PCP I. Mr. Singer has sole voting and dispositive power over the Shares he owns directly. Mr. Colombatto has sole voting and dispositive power over the Shares he owns directly.
(c) Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment 3. All of such transactions were effected in the open market, except as otherwise noted.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
As of the close of business on April 19, 2013, PCP II had entered into the following transactions in derivative securities of the Issuer with unrelated third parties:
Class of Security | Number of Underlying Shares | Expiration Date | Strike Price ($) |
| Short Put Option | (200) | 09/21/2013 | 5.00 |
| | | | |
| Short Put Option | (565) | 09/21/2013 | 5.00 |
| | | | |
| Short Put Option | (500) | 09/21/2013 | 5.00 |
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: April 19, 2013 | POTOMAC CAPITAL PARTNERS II, L.P. |
| | |
| | By: | Potomac Capital Management II, L.L.C. |
| | | General Partner |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | POTOMAC CAPITAL MANAGEMENT II, L.L.C. |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | POTOMAC CAPITAL PARTNERS III, L.P. |
| | |
| | By: | Potomac Capital Management III, L.L.C. |
| | | General Partner |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | POTOMAC CAPITAL MANAGEMENT III, L.L.C. |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Co-Managing Member |
| | POTOMAC CAPITAL PARTNERS L.P. |
| | |
| | By: | Potomac Capital Management, L.L.C. |
| | | General Partner |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Managing Member |
| | POTOMAC CAPITAL MANAGEMENT, L.L.C. |
| | |
| | By: | |
| | Name: | Paul J. Solit |
| | Title: | Managing Member |
| | |
| | PAUL J. SOLIT Individually and as Attorney-In-Fact for Martin Colombatto, Steve Domenik, Mark Schwartz and Art Swift |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 3
| Class of Security | Shares of Common
Stock Purchased/ (Sold) | Price Per Share($) | Date of Purchase/ Sale |
POTOMAC CAPITAL PARTNERS II, L.P.
Short Put Option ($5.00 Strike Price) | (200) | -- | | 04/10/2013 |
Short Put Option ($5.00 Strike Price) | (565) | -- | | 04/12/2013 |
| Common Stock | 300 | 4.6100 | | 04/12/2013 |
Short Put Option ($5.00 Strike Price) | (500) | -- | | 04/15/2013 |
| Common Stock | 40,000 | 4.5000 | | 04/15/2013 |
| Common Stock | 4,400 | 4.4150 | | 04/17/2013 |
| Common Stock | 150,469 | 4.4000 | | 04/17/2013 |
| Common Stock | (1,800) | 4.4200 | | 04/17/2013 |
| Common Stock | 50,000 | 4.4474 | | 04/19/2013 |
POTOMAC CAPITAL MANAGEMENT II, L.L.C.
None
POTOMAC CAPITAL PARTNERS III, L.P.
None
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
None
POTOMAC CAPITAL PARTNERS L.P.
None
POTOMAC CAPITAL MANAGEMENT, L.L.C.
None
PAUL J. SOLIT
None
ERIC SINGER
None
MARTIN COLOMBATTO
None
STEPHEN DOMENIK
None
MARK SCHWARTZ
None
ARTHUR L. SWIFT
None
