0001193125-12-416785.txt : 20121005 0001193125-12-416785.hdr.sgml : 20121005 20121005161554 ACCESSION NUMBER: 0001193125-12-416785 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20121005 DATE AS OF CHANGE: 20121005 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: BECKER DRAPKIN PARTNERS (QP), L.P. GROUP MEMBERS: BECKER DRAPKIN PARTNERS, L.P. GROUP MEMBERS: MATTHEW A. DRAPKIN GROUP MEMBERS: STEVEN R. BECKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE MICROTECH INC CENTRAL INDEX KEY: 0000864559 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80457 FILM NUMBER: 121132545 BUSINESS ADDRESS: STREET 1: 9100 SW GEMINI DRIVE CITY: BEAVERTON STATE: OR ZIP: 97008 BUSINESS PHONE: 5036011000 MAIL ADDRESS: STREET 1: 9100 SW GEMINI DRIVE CITY: BEAVERTON STATE: OR ZIP: 97008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Drapkin Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 SC 13D 1 d421138dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

 

CASCADE MICROTECH, INC.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

147322101

(CUSIP Number)

 

Becker Drapkin Management, L.P.

Attn: Steven R. Becker

500 Crescent Court, Suite 230

Dallas, Texas 75201

(214) 756-6016

 

with a copy to:

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 25, 2012

(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.

 

*   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. 147322101  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Management, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x

 

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

   7.     

Sole Voting Power

 

0

   8.     

Shared Voting Power

 

982,195

   9.     

Sole Dispositive Power

 

0

   10.     

Shared Dispositive Power

 

982,195

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

982,195

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

6.9%

14.

 

Type of Reporting Person (See Instructions)

 

IA, PN

 


CUSIP No. 147322101  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Partners (QP), L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x    

 

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

   7.     

Sole Voting Power

 

863,647

   8.     

Shared Voting Power

 

0

   9.     

Sole Dispositive Power

 

863,647

   10.     

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

863,647

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

6.1%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 147322101  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x    

 

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

   7.     

Sole Voting Power

 

118,548

   8.     

Shared Voting Power

 

0

   9.     

Sole Dispositive Power

 

118,548

   10.     

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

118,548

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

0.8%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 147322101  

 

  1.   

Names of Reporting Persons

 

BC Advisors, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x    

 

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

     7.     

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

982,195

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

982,195

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

982,195

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

6.9%

14.

 

Type of Reporting Person (See Instructions)

 

OO

 


CUSIP No. 147322101  

 

  1.   

Names of Reporting Persons

 

Steven R. Becker

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x    

 

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

     7.   

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

982,195

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

982,195

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

982,195

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

6.9%

14.

 

Type of Reporting Person (See Instructions)

 

IN, HC

 


CUSIP No. 147322101  

 

  1.   

Names of Reporting Persons

 

Matthew A. Drapkin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

 

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF    

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

     7.   

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

982,195

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

982,195

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

982,195

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

¨    

13.

 

Percent of Class Represented by Amount in Row (11)

 

6.9%

14.

 

Type of Reporting Person (See Instructions)

 

IN, HC

 


Item 1. Security and the Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock (the “Common Stock”) of Cascade Microtech, Inc., an Oregon corporation (the “Issuer”). The address of the principal executive office of the Issuer is located at 9100 S.W. Gemini Drive, Beaverton, Oregon 97008.

Item 2. Identity and Background

(a) This Schedule 13D is jointly filed by and on behalf of each of Becker Drapkin Management, L.P., a Texas limited partnership (“BD Management”); Becker Drapkin Partners (QP), L.P., a Texas limited partnership (“Becker Drapkin QP”); Becker Drapkin Partners, L.P., a Texas limited partnership (“Becker Drapkin, L.P.”); BC Advisors, LLC, a Texas limited liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A. Drapkin (“Mr. Drapkin,” and together with BD Management, Becker Drapkin QP, Becker Drapkin, L.P., BCA and Mr. Becker, the “Reporting Persons”). The Reporting Persons are filing this Schedule 13D jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1 and incorporated herein by reference (the “Joint Filing Agreement”).

Becker Drapkin QP and Becker Drapkin, L.P. are referred to collectively as the “Becker Drapkin Funds.” BD Management is the general partner of, and investment manager to, the Becker Drapkin Funds. BCA is the general partner of BD Management, and Messrs. Becker and Drapkin are the sole members of BCA.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.

(b) The address of the principal business office of each of the Reporting Persons is c/o Becker Drapkin Management, L.P., 500 Crescent Court, Suite 230, Dallas, Texas 75201.

(c) The principal business of each of the Becker Drapkin Funds is acquiring, holding and selling securities for investment purposes. The principal business of BD Management is serving as the general partner of, and investment manager to, the Becker Drapkin Funds. The principal business of BCA is serving as the sole general partner of BD Management. The present principal occupation of each of Messrs. Becker and Drapkin is serving as a co-managing member of BCA and a principal of BD Management.

(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) The place of organization of each Reporting Person, other than Messrs. Becker and Drapkin, is listed in paragraph (a) of this Item 2. Messrs. Becker and Drapkin are citizens of the United States of America.

Item 3. Source and Amount of Funds or other Consideration

The Reporting Persons expended an aggregate of approximately $4,920,334.24 (including commissions) to acquire 982,195 shares of Common Stock of the Issuer in various open market transactions. Funds used to acquire shares of Common Stock of the Issuer have come from general working capital of the Becker Drapkin Funds.


Item 4. Purpose of Transaction

The Reporting Persons have acquired shares of Common Stock of the Issuer for investment purposes. The Reporting Persons intend from time to time to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for shares of Common Stock of the Issuer in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock of the Issuer or disposal of some or all of the shares of Common Stock of the Issuer currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in the open market or in privately negotiated transactions.

In addition, the Reporting Persons may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer’s operations and strategic direction and ideas that, if effected, could result in, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5. Interest in Securities of the Issuer

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

 

  (b) Number of shares as to which each Reporting Person has:

 

  (i) sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

  (ii) shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.


  (iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

  (iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

The Becker Drapkin Funds are the record and direct beneficial owners of the securities covered by this Schedule 13D.

Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares owned by it (the “Becker Drapkin QP Shares”). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares.

Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares owned by it (the “Becker Drapkin, L.P. Shares,” and together with the Becker Drapkin QP Shares, the “Becker Drapkin Funds Shares”). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares.

As general partner of the Becker Drapkin Funds, BD 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 Becker Drapkin Funds Shares. BD Management does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of the Becker Drapkin Funds Shares.

As general partner of BD 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 of the Issuer beneficially owned by BD Management. BCA does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by BD Management.

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 of the Issuer beneficially owned by BCA. Neither of Messrs. Becker nor Drapkin owns any shares of Common Stock of the Issuer directly, and each of Messrs. Becker and Drapkin disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by BCA.

As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:


Transaction

Date

  

Effecting

Person(s)

   Shares
Acquired
     Shares
Disposed
   Price
Per Share
   

Description

of Transaction

08/06/2012

   Becker Drapkin QP      441          $ 4.75  (1)    Open Market

08/06/2012

   Becker Drapkin, L.P.      59          $ 4.75  (1)    Open Market

08/08/2012

   Becker Drapkin QP      1,256          $ 5.00  (1)    Open Market

08/08/2012

   Becker Drapkin, L.P.      169          $ 5.00  (1)    Open Market

08/20/2012

   Becker Drapkin QP      3,967          $ 5.1744  (1)    Open Market

08/20/2012

   Becker Drapkin, L.P.      533          $ 5.1744  (1)    Open Market

08/21/2012

   Becker Drapkin QP      177          $ 5.26  (1)    Open Market

08/21/2012

   Becker Drapkin, L.P.      23          $ 5.26  (1)    Open Market

08/23/2012

   Becker Drapkin QP      1,411          $ 5.35  (1)    Open Market

08/23/2012

   Becker Drapkin, L.P.      189          $ 5.35  (1)    Open Market

08/24/2012

   Becker Drapkin QP      1,234          $ 5.3493  (1)    Open Market

08/24/2012

   Becker Drapkin, L.P.      166          $ 5.3493  (1)    Open Market

09/04/2012

   Becker Drapkin QP      9,521          $ 5.4996  (1)    Open Market

09/04/2012

   Becker Drapkin, L.P.      1,279          $ 5.4996  (1)    Open Market

09/05/2012

   Becker Drapkin QP      21,685          $ 5.4975  (1)    Open Market

09/05/2012

   Becker Drapkin, L.P.      2,915          $ 5.4975  (1)    Open Market

09/12/2012

   Becker Drapkin QP      16,044          $ 5.50  (1)    Open Market

09/12/2012

   Becker Drapkin, L.P.      2,156          $ 5.50  (1)    Open Market

09/14/2012

   Becker Drapkin QP      4,039          $ 5.50  (1)    Open Market

09/14/2012

   Becker Drapkin, L.P.      542          $ 5.50  (1)    Open Market

09/17/2012

   Becker Drapkin QP      12,797          $ 5.50  (1)    Open Market

09/17/2012

   Becker Drapkin, L.P.      1,720          $ 5.50  (1)    Open Market

09/18/2012

   Becker Drapkin QP      676          $ 5.50  (1)    Open Market

09/18/2012

   Becker Drapkin, L.P.      91          $ 5.50  (1)    Open Market

09/20/2012

   Becker Drapkin QP      8,220          $ 5.5798  (1)    Open Market

09/20/2012

   Becker Drapkin, L.P.      1,105          $ 5.5798  (1)    Open Market

09/21/2012

   Becker Drapkin QP      4,326          $ 5.60  (1)    Open Market

09/21/2012

   Becker Drapkin, L.P.      581          $ 5.60  (1)    Open Market

09/24/2012

   Becker Drapkin QP      89          $ 5.60  (1)    Open Market

09/24/2012

   Becker Drapkin, L.P.      11          $ 5.60  (1)    Open Market

09/25/2012

   Becker Drapkin QP      26,710          $ 5.5999  (1)    Open Market

09/25/2012

   Becker Drapkin, L.P.      3,590          $ 5.5999  (1)    Open Market

09/27/2012

   Becker Drapkin QP      546          $ 5.60  (1)    Open Market

09/27/2012

   Becker Drapkin, L.P.      73          $ 5.60  (1)    Open Market

09/28/2012

   Becker Drapkin QP      3,535          $ 5.60  (1)    Open Market

09/28/2012

   Becker Drapkin, L.P.      475          $ 5.60  (1)    Open Market

10/01/2012

   Becker Drapkin QP      9,078          $ 5.60  (1)    Open Market

10/01/2012

   Becker Drapkin, L.P.      113,336          $ 5.60  (1)    Open Market

10/02/2012

   Becker Drapkin QP      1,222          $ 5.60  (1)    Open Market

10/02/2012

   Becker Drapkin, L.P.      15,264          $ 5.60  (1)    Open Market

10/03/2012

   Becker Drapkin QP      353          $ 5.60  (1)    Open Market

10/03/2012

   Becker Drapkin, L.P.      47          $ 5.60  (1)    Open Market

10/04/2012

   Becker Drapkin QP      6,875          $ 5.55  (1)    Open Market

10/04/2012

   Becker Drapkin QP      88,130          $ 5.55  (1)    Open Market

10/04/2012

   Becker Drapkin, L.P.      925          $ 5.5998  (1)    Open Market

10/04/2012

   Becker Drapkin, L.P.      11,870          $ 5.5998  (1)    Open Market

 

(1) Excluding commission of $0.03 per share.

 

  (d) Not applicable.

 

  (e) Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as otherwise described herein and in the Joint Filing Agreement attached hereto as Exhibit 99.1, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the Common Stock of the Issuer or any other securities of the Issuer.

Item 7. Material to be Filed as Exhibits

The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

24.1    Power of Attorney (filed herewith)
99.1    Joint Filing Agreement (filed herewith)


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 5, 2012

    BECKER DRAPKIN MANAGEMENT, L.P.
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS (QP), L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS, L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BC ADVISORS, LLC
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    STEVEN R. BECKER
   

/s/ Ashley Sekimoto

    Name: Ashley Sekimoto
    Title: Attorney-in-Fact
    MATTHEW A. DRAPKIN
   

/s/ Ashley Sekimoto

    Name: Ashley Sekimoto
    Title: Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

24.1    Power of Attorney (filed herewith)
99.1    Joint Filing Agreement (filed herewith)
EX-24.1 2 d421138dex241.htm EX-24.1 EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

October 5, 2012

Know all men by these presents, that each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby constitutes and appoints Ashley Sekimoto, as the true and lawful attorney-in-fact and agent of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, (i) to execute any and all filings required by such party under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform any and all acts for, in the name of, and on behalf of such party which said attorney-in-fact determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements and/or exhibits and any and all other document(s) in connection therewith, (iii) to file such filings, amendments, supplements, exhibits and/or documents with any governmental office or agency, whether U.S., foreign, state or local government (including, without limitation, the U.S. Securities and Exchange Commission and state securities administrators or commissions), or any stock exchange or stock quotation system, as may be required under applicable laws or rules and regulations of any stock exchange or stock quotation system, and (iv) to perform any and all other acts that said attorney-in-fact or agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such party, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. Each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby acknowledges that the foregoing attorney-in-fact and agent in serving in such capacity at the request of such party, is not assuming any of the responsibilities of such party to comply with Section 16 or Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

This Power of Attorney shall remain in full force and effect until each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin is no longer required to file reports under Section 13 or Section 16 of the Exchange Act (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), unless earlier revoked by any of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker or Matthew A. Drapkin in a signed writing delivered to Ashley Sekimoto.

IN WITNESS WHEREOF, each party hereto has caused this agreement to be executed and effective as of the date first written above.

Date: October 5, 2012

    BECKER DRAPKIN MANAGEMENT, L.P.
    By:   BC Advisors, LLC
    Its:   General Partner
    By:   /s/ Steven R. Becker
    Name:   Steven R. Becker
    Title:   Managing Member


    BECKER DRAPKIN PARTNERS (QP), L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:   /s/ Steven R. Becker
    Name:   Steven R. Becker
    Title:   Managing Member
    BECKER DRAPKIN PARTNERS, L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:   /s/ Steven R. Becker
    Name:   Steven R. Becker
    Title:   Managing Member
    BC ADVISORS, LLC
    By:   /s/ Steven R. Becker
    Name:   Steven R. Becker
    Title:   Managing Member
    STEVEN R. BECKER
    /s/ Steven R. Becker
    MATTHEW A. DRAPKIN
    /s/ Matthew A. Drapkin
EX-99.1 3 d421138dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

October 5, 2012

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

 

Date:October 5, 2012

    BECKER DRAPKIN MANAGEMENT, L.P.
    By:   BC Advisors, LLC
    Its:   General Partner
     
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS (QP), L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
     
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS, L.P.
     
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BC ADVISORS, LLC
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    STEVEN R. BECKER
   

/s/ Ashley Sekimoto

    Name: Ashley Sekimoto
    Title: Attorney-in-Fact
    MATTHEW A. DRAPKIN
   

/s/ Ashley Sekimoto

    Name: Ashley Sekimoto
    Title: Attorney-in-Fact