UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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. |
649295102 |
1 | NAMES OF REPORTING PERSONS North Run Capital, LP |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,375,180** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,375,180** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,375,180** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.4%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
2
CUSIP No. |
649295102 |
1 | NAMES OF REPORTING PERSONS North Run GP, LP |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,375,180** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,375,180** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,375,180** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.4%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
3
CUSIP No. |
649295102 |
1 | NAMES OF REPORTING PERSONS North Run Advisors, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,375,180** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,375,180** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,375,180** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.4%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
4
CUSIP No. |
649295102 |
1 | NAMES OF REPORTING PERSONS Todd B. Hammer |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,375,180** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,375,180** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,375,180** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.4%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
5
CUSIP No. |
649295102 |
1 | NAMES OF REPORTING PERSONS Thomas B. Ellis |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,375,180** | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,375,180** | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,375,180** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.4%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
6
Item 1(a) | Name of Issuer. |
Item 1(b) | Address of Issuers Principal Executive Offices. |
Item 2(a) | Name of Person Filing. |
(1) | North Run Capital, LP |
||
(2) | North Run GP, LP |
||
(3) | North Run Advisors, LLC |
||
(4) | Todd B. Hammer |
||
(5) | Thomas B. Ellis |
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
Item 2(c) | Citizenship or Place of Organization. |
(1) | North Run Capital, LP is a Delaware limited partnership. |
||
(2) | North Run GP, LP is a Delaware limited partnership. |
||
(3) | North Run Advisors, LLC is a Delaware limited liability company. |
||
(4) | Todd B. Hammer is a U.S. citizen. |
||
(5) | Thomas B. Ellis is a U.S. citizen. |
7
Item 2(d) | Title of Class of Securities. |
Item 2(e) | CUSIP Number. |
Item 4 | Ownership. |
(a) | North Run, the GP, the Investment Manager, Todd B. Hammer and
Thomas B. Ellis may be deemed the beneficial owners of 3,375,180 shares of
Common Stock. |
||
(b) | North Run, the GP, the Investment Manager, Todd B. Hammer and
Thomas B. Ellis may be deemed the beneficial owners of 5.4% of the outstanding
shares of Common Stock. This percentage was determined by dividing 3,375,180
by 61,946,283, which is the number of shares of Common Stock outstanding as of
May 27, 2011, according to the Issuers Form 10-Q filed on June 9, 2011 with
the Securities and Exchange Commission. |
||
(c) | North Run, the GP, the Investment Manager, Todd B. Hammer and
Thomas B. Ellis have the shared power to vote and dispose of the 3,375,180
shares of Common Stock beneficially owned. |
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Item 10 | Certification. |
Exhibits | Exhibit 24-1 |
8
9
NORTH RUN CAPITAL, LP |
||||
By: | North Run Advisors, LLC | |||
its general partner |
By: | * | |||
Name: | Thomas B. Ellis | |||
Title: | Member | |||
and |
||||
By: | * | |||
Name: | Todd B. Hammer | |||
Title: | Member | |||
NORTH RUN GP, LP |
||||
By: | North Run Advisors, LLC | |||
its general partner |
By: | * | |||
Name: | Thomas B. Ellis | |||
Title: | Member | |||
and |
||||
By: | * | |||
Name: | Todd B. Hammer | |||
Title: | Member |
10
NORTH RUN ADVISORS, LLC |
||||
By: | * | |||
Name: | Thomas B. Ellis | |||
Title: | Member | |||
and |
||||
By: | * | |||
Name: | Todd B. Hammer | |||
Title: | Member | |||
* | ||||
Thomas B. Ellis | ||||
* | ||||
Todd B. Hammer | ||||
* By | /s/ SARAH L. FILION | |||
Sarah L. Filion, Attorney-in-Fact | ||||
Pursuant to Powers of Attorney filed as exhibits hereto |
11
(1) | execute for and on my behalf, in my capacity as a member of North Run Advisors,
LLC and in my individual capacity, statements of beneficial ownership required to be
filed with the Securities and Exchange Commission on Schedule 13G, together with any
amendments thereto and all joint filing agreements filed therewith, by North Run
Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me, individually, pursuant
to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated
thereunder; |
||
(2) | do and perform any and all acts for and on my behalf that may be necessary or
desirable to complete and execute and timely file any such Schedule 13G, and any
amendments thereto and other forms or agreements associated therewith, with the
Securities and Exchange Commission and any stock exchange or similar authority; and |
||
(3) | take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be to my benefit, in my best
interest, or that I am legally required to do, it being understood that the documents
executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-facts discretion. |
/s/ THOMAS B. ELLIS | ||||
Signature | ||||
Thomas B. Ellis | ||||
Name (printed) | ||||
(1) | execute for and on my behalf, in my capacity as a member of North Run Advisors,
LLC and in my individual capacity, statements of beneficial ownership required to be
filed with the Securities and Exchange Commission on Schedule 13G, together with any
amendments thereto and all joint filing agreements filed therewith, by North Run
Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me, individually, pursuant
to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated
thereunder; |
||
(2) | do and perform any and all acts for and on my behalf that may be necessary or
desirable to complete and execute and timely file any such Schedule 13G, and any
amendments thereto and other forms or agreements associated therewith, with the
Securities and Exchange Commission and any stock exchange or similar authority; and |
||
(3) | take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be to my benefit, in my best
interest, or that I am legally required to do, it being understood that the documents
executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-facts discretion. |
/s/ TODD B. HAMMER | ||||
Signature | ||||
Todd B. Hammer | ||||
Name (printed) | ||||
NORTH RUN CAPITAL, LP |
||||
By: | North Run Advisors, LLC | |||
its general partner |
By: | * | |||
Name: | Thomas B. Ellis | |||
Title: | Member | |||
and |
||||
By: | * | |||
Name: | Todd B. Hammer | |||
Title: | Member | |||
NORTH RUN GP, LP |
||||
By: | North Run Advisors, LLC | |||
its general partner |
By: | * | |||
Name: | Thomas B. Ellis | |||
Title: | Member | |||
and |
||||
By: | * | |||
Name: | Todd B. Hammer | |||
Title: | Member |
NORTH RUN ADVISORS, LLC |
||||
By: | * | |||
Name: | Thomas B. Ellis | |||
Title: | Member | |||
and |
||||
By: | * | |||
Name: | Todd B. Hammer | |||
Title: | Member | |||
* | ||||
Thomas B. Ellis | ||||
* | ||||
Todd B. Hammer | ||||
* By | /s/ SARAH L. FILION | |||
Sarah L. Filion, Attorney-in-Fact Pursuant to Powers of Attorney filed as exhibits hereto |
||||