0001359824-11-000017.txt : 20110628 0001359824-11-000017.hdr.sgml : 20110628 20110628162104 ACCESSION NUMBER: 0001359824-11-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110628 DATE AS OF CHANGE: 20110628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUBY TUESDAY INC CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 630475239 STATE OF INCORPORATION: GA FISCAL YEAR END: 1007 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39056 FILM NUMBER: 11935994 BUSINESS ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 BUSINESS PHONE: 2053443000 MAIL ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 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/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6037 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A schedule13da.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 1)

Under the Securities Exchange Act of 1934

RUBY TUESDAY, INC.
(Name of Issuer)

Common Stock
 (Title of Class of Securities)

781182100
 (CUSIP Number)

Becker Drapkin Management, L.P.
Attn:  Steven R. Becker
Attn:  Matthew A. Drapkin
300 Crescent Court
Suite 1111
Dallas, Texas 75201
(214) 756-6016

With a copy to:

Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


June 24, 2011
 (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: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 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).

 
 
 
 

SCHEDULE 13D
 
CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
391,900
8
SHARED VOTING POWER
 
492,000
9
SOLE DISPOSITIVE POWER
 
391,900
10
SHARED DISPOSITIVE POWER
 
492,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
883,900
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, PN


 
 
 

 
 
 
 

CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Partners (QP), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (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) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
348,785
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
348,785
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
348,785
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

 
 
 
 

CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
Becker Drapkin Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (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) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
56,015
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
56,015
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,015
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 
 


CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
BD Partners III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (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) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
87,200
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
87,200
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 
 


CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
BC Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
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
 
883,900
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
883,900
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
883,900
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, OO


 
 
 
 

CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven R. Becker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
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
 
883,900
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
883,900
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
883,900
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 

CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Matthew A. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
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
 
883,900
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
883,900
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
883,900
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 
 


CUSIP No. 781182100
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Michael Brodsky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
10,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
10,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.02%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission on June 17, 2011 with respect to the common stock, par value $0.01 per share (the “Common Stock”) of Ruby Tuesday, Inc., a Georgia corporation (the “Issuer”).  On June 16, 2011, the BD Parties (as defined in Item 2 of the Original Schedule 13D), the Carlson Parties (as defined in Item 5 of the Original Schedule 13D) and Michael Brodsky (“Mr. Brodsky”) entered into an Amended and Restated Group Agreement (the “Group Agreement”).  The Group Agreement was attached to the Original Schedule 13D as Exhibit 1 thereto and is incorporated herein by reference.  As a result of entering into the Group Agreement, the BD Parties, the Carlson Parties and Mr. Brodsky may be deemed to be a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). The security interests reported in this amendment to Schedule 13D (this “Schedule 13D”) do not include security interests owned by the Carlson Parties.  This Schedule 13D only reports information on the BD Parties and Mr. Brodsky and does not report any acquisition or disposition of the Common Stock by the Carlson Parties.


Item 4.
Purpose of Transaction
 
 
Item 4 is amended and supplemented to add the following information for updating as of the date hereof:
 
The BD Parties (in conjunction with the Carlson Parties) and the Issuer have been in discussions regarding the notice, dated June 1, 2011, that Becker Drapkin QP and Becker Drapkin, L.P. delivered to the Vice President, General Counsel and Secretary of the Issuer regarding their intent to nominate directors at the 2011 annual meeting of stockholders of the Issuer (the “2011 Annual Meeting”) (the “Notice”) and the possibility of entering into a settlement agreement.  Generally, these discussions have involved changes to the composition of the Board and the composition of the Board's committees and the size of the Board and been cooperative in nature.  If the parties are unable to reach agreement, the BD Parties (in conjunction with the Carlson Parties) intend to proceed with nominations to the Board at the 2011 Annual Meeting as set forth in the Notice.
 
Item 5.
Interest in Securities of the Issuer
 
 
The second paragraphs of subparagraphs (a) and (b) of Item 5 are hereby amended and restated as follows:
 
BD Parties
 
(a), (b)
 
On June 16, 2011, the Group Agreement was entered into by (i) the BD Parties; (ii) Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; and Clint D. Carlson (collectively, the “Carlson Parties”); and (iii) Mr. Brodsky (collectively with the BD Parties and the Carlson Parties, the “Group”).  As a result of the Group Agreement, the BD Parties, the Carlson Parties and Mr. Brodsky may be deemed to be a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Exchange Act.  Collectively, the Group may be deemed to beneficially own 4,493,900 shares of Common Stock (which includes 200,000 shares of Common Stock underlying over-the-counter American-style call options exercisable until October 22, 2011), which represent approximately 6.903% of the outstanding shares of Common Stock.  The BD Parties each disclaim beneficial ownership of any shares of Common Stock beneficially owned by any other member of the Group.
 
Mr. Brodsky
 
(a), (b)
 
On June 16, 2011, the Group Agreement was entered into by the Group.  As a result of the Group Agreement, the BD Parties, the Carlson Parties and Mr. Brodsky may be deemed to be a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Exchange Act.  Collectively, the Group may be deemed to beneficially own 4,493,900 shares of Common Stock (which includes 200,000 shares of Common Stock underlying over-the-counter American-style call options exercisable until October 22, 2011), which represent approximately 6.903% of the outstanding shares of Common Stock.  Mr. Brodsky disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other member of the Group.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
 
 
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
 
On June 28, 2011, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.  Such Joint Filing Agreement is attached hereto as Exhibit 1.
 
Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
 
Item 7.
Material to Be Filed as Exhibits
 
Exhibit 1
Joint Filing Agreement, dated June 28, 2011, by and among BD Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners III, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin and Michael Brodsky
 

 
 
 
 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           June 28, 2011

 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
 /s/ Andrew S. McLelland 
   
Name: Andrew S. McLelland 
   
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/ Andrew S. McLelland 
       
Name: Andrew S. McLelland 
       
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/ Andrew S. McLelland  
       
Name: Andrew S. McLelland 
       
Title: Attorney-in-Fact
     
 
BD PARTNERS III, L.P.
 
 
 
 
By:
Becker Drapkin Management, L.P., its general partner
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
 /s/ Andrew S. McLelland  
       
Name: Andrew S. McLelland 
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
 /s/ Andrew S. McLelland  
   
Name: Andrew S. McLelland 
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
 /s/ Andrew S. McLelland 
     
Name: Andrew S. McLelland 
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
     
 
By:
 /s/ Andrew S. McLelland 
     
Name: Andrew S. McLelland 
     
Title: Attorney-in-Fact
       
       
 
MICHAEL BRODSKY
 
 
  
 
By:
 /s/ Michael Brodsky 




EX-1 2 exhibit1.htm JOINT FILING AGREEMENT exhibit1.htm
Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Ruby Tuesday, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: June 28, 2011

[Signature Page Follows]


 
 
 
 



 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
 /s/ Andrew S. McLelland  
   
Name: Andrew S. McLelland 
   
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/ Andrew S. McLelland  
       
Name: Andrew S. McLelland 
       
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/ Andrew S. McLelland  
       
Name: Andrew S. McLelland 
       
Title: Attorney-in-Fact
     
 
BD PARTNERS III, L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
 /s/ Andrew S. McLelland  
       
Name: Andrew S. McLelland 
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
 /s/ Andrew S. McLelland  
   
Name:
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
 /s/ Andrew S. McLelland  
     
Name: Andrew S. McLelland 
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
     
 
By:
 /s/ Andrew S. McLelland  
     
Name: Andrew S. McLelland 
     
Title: Attorney-in-Fact
     
 
MICHAEL BRODSKY
   
 
By:
 /s/ Michael Brodsky