UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)1
PLX Technology, Inc.
(Name of Issuer)
Common Stock, $0.001 per share
(Title of Class of Securities)
693417107
(CUSIP Number)
Paul J. Solit
Eric Singer
POTOMAC CAPITAL PARTNERS II, L.P.
825 Third Avenue, 33rd Floor
New York, New York 10022
With copies to:
Steve Wolosky, Esq.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
June 26, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 3,002,018 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 3,002,018 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,002,018 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
2
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT II, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 3,002,018 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 3,002,018 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,002,018 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
3
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS III, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 115,749 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 115,749 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,749 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
4
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT III, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 115,749 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 115,749 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,749 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
5
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 952,083 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 952,083 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 952,083 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
6
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 952,083 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 952,083 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 952,083 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
7
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON PAUL J. SOLIT | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 4,069,850 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,069,850 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,069,850 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
8
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON ERIC SINGER | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF, AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 181,234 | |
| 8 | SHARED VOTING POWER 3,117,767 | ||
| 9 | SOLE DISPOSITIVE POWER 181,234 | ||
| 10 | SHARED DISPOSITIVE POWER 3,117,767 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,299,001 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
9
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON MARTIN COLOMBATTO | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF, OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 30,5001 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 30,500 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,500 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
1 Includes 13,100 Shares that are held in a trust of which Mr. Colombatto is a trustee and a beneficiary with his wife and 6,900 Shares that are held in trust for the benefit of his child who shares the same household.
10
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON STEPHEN DOMENIK | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
11
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON MARK SCHWARTZ | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
12
CUSIP NO. 693417107
| 1 | NAME OF REPORTING PERSON ARTHUR SWIFT | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
13
CUSIP NO. 693417107
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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 3,002,018 Shares owned directly by PCP II is approximately $13,487,678, 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 952,083 Shares owned directly by PCP I is approximately $4,049,843, including brokerage commissions. The Shares owned directly by PCP I were acquired with its working capital.
The aggregate purchase price for the 181,234 Shares owned directly by Mr. Singer is approximately $809,003, 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 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On June 27, 2013, PCP II delivered a letter (the “Demand Letter”) to the Issuer demanding to inspect all books and records of the Issuer relating to (i) any alternative acquisition proposal presented or considered by the Board during the Issuer’s go-shop period provided under that certain Agreement and Plan of Merger (the “IDTI Merger Agreement”) dated as of April 30, 2012, by and among the Issuer, Integrated Device Technology, Inc., a Delaware corporation, Pinewood Acquisition Corp., a Delaware corporation, and Pinewood Merger Sub, LLC, a Delaware limited liability company, (ii) any potential acquisition, sale, merger or business combination including, but not limited to, indications of interest or rejected offers, involving the Issuer since the termination of the IDTI Merger Agreement, (iii) any strategic alternatives being considered by the Issuer including advice, reports or recommendations from the Issuer’s investment bankers since January 1, 2011, and (iv) any communications with third-parties, including potential acquirors or acquirees, regarding any potential acquisition, sale, merger or business combination, including but not limited to indications of interest or rejected offers, involving the Issuer since January 1, 2011. The purpose of the Demand Letter is to ascertain whether the Board violated their fiduciary duties to stockholders by failing to pursue all strategic alternatives as well as assess the qualifications and competency of the current Board, particularly in light of the significant antitrust issues that the Board knew or should have known relating to the IDTI Merger Agreement. The Reporting Persons have and will continue to engage in discussions with the Board regarding changes to the composition of the Board prior to the 2013 annual meeting of stockholders (the “2013 Annual Meeting”), and the Reporting Persons reserve the right to take any or all action they deem appropriate with respect to the composition of the Board prior to or at the 2013 Annual Meeting.
14
CUSIP NO. 693417107
| 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 45,567,974 Shares outstanding, which is the total number of Shares outstanding as of March 31, 2013 as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on June 3, 2013.
As of the close of business on June 27, 2013, PCP II beneficially owns 3,002,018 Shares, constituting approximately 6.6% 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 June 27, 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 June 27, 2013, PCP I beneficially owned 952,083 Shares, constituting approximately 2.1% 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 June 27, 2013, Mr. Singer directly owned 181,234 Shares, constituting less than 1% of the Shares outstanding.
As of the close of business on June 27, 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 4,281,584, which represents approximately 9.4% 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 No. 5. All of such transactions were effected in the open market, except as otherwise noted.
15
CUSIP NO. 693417107
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 27, 2013 | POTOMAC CAPITAL PARTNERS II, L.P. | |
| By: | Potomac Capital Management II, L.L.C. | |
| General Partner | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Co-Managing Member | |
| POTOMAC CAPITAL MANAGEMENT II, L.L.C. | ||
| By: | /s/ Paul J. Solit | |
| 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: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Co-Managing Member | |
| POTOMAC CAPITAL MANAGEMENT III, L.L.C. | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Co-Managing Member | |
| POTOMAC CAPITAL PARTNERS L.P. | ||
| By: | Potomac Capital Management, L.L.C. | |
| General Partner | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Managing Member | |
16
CUSIP NO. 693417107
| POTOMAC CAPITAL MANAGEMENT, L.L.C. | ||
| By: | /s/ Paul J. Solit | |
| Name: | Paul J. Solit | |
| Title: | Managing Member | |
/s/ Paul J. Solit | |
PAUL J. SOLIT Individually and as Attorney-In-Fact for Martin Colombatto, Steve Domenik, Mark Schwartz and Art Swift |
/s/ Eric Singer | |
| ERIC SINGER |
17
CUSIP NO. 693417107
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 5
Shares of Common Stock Purchased/ (Sold) | Price Per Share($) | Date of Purchase/ Sale |
POTOMAC CAPITAL PARTNERS II, L.P.
| 50,000 | 4.7493 | 06/19/2013 |
| 95,800 | 4.6000 | 06/20/2013 |
| 118,483 | 4.6832 | 06/24/2013 |
| 100,000 | 4.7000 | 06/25/2013 |
| 100,000 | 4.7468 | 06/26/2013 |
| 100,000 | 4.7600 | 06/27/2013 |
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