SECURITIES AND EXCHANGE COMMISSION
|
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A*
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
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(Amendment No. 1)
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COMVERGE, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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205859101
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(CUSIP Number)
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Ardsley Advisory Partners
262 Harbor Drive, 4th Floor
Stamford, CT 06902
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Attention: Steven Napoli
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(203) 564-4230
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December 14, 2011
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. 205859101
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SCHEDULE 13D/A
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Page 2 of 20 Pages
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1
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NAME OF REPORTING PERSONS
Ardsley Partners Fund II, L.P
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
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||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (see instructions)
WC (see Item 3)
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||
8
|
SHARED VOTING POWER
419,900 shares of common stock
|
|||
9
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SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
419,900 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
419,900 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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¨
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
1.7%
|
|||
14
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 205859101
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SCHEDULE 13D/A
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Page 3 of 20 Pages
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1
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NAME OF REPORTING PERSONS
Ardsley Partners Institutional Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) x
(b) ¨
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||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (see instructions)
WC (see Item 3)
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
|
||
6
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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
327,800 shares of common stock
|
|||
9
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SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
327,800 shares of common stock
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
327,800 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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¨
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
1.3%
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|||
14
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 205859101
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SCHEDULE 13D/A
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Page 4 of 20 Pages
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1
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NAME OF REPORTING PERSONS
Ardsley Offshore Fund, Ltd.
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) x
(b) ¨
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||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (see instructions)
WC (see Item 3)
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||
8
|
SHARED VOTING POWER
27,300 shares of common stock
|
|||
9
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SOLE DISPOSITIVE POWER
-0-
|
|||
10
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SHARED DISPOSITIVE POWER
27,300 shares of common stock
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
27,300 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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¨
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.1%
|
|||
14
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 205859101
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SCHEDULE 13D/A
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Page 5 of 20 Pages
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1
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NAME OF REPORTING PERSONS
Ardsley Partners Renewable Energy Fund, L.P.
|
|||
2
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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 (see Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
650,400 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
650,400 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
650,400 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
2.6%
|
|||
14
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TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 205859101
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SCHEDULE 13D/A
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Page 6 of 20 Pages
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1
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NAME OF REPORTING PERSONS
Ardsley Renewable Energy Offshore Fund, Ltd.
|
|||
2
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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 (see Item 3)
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||
8
|
SHARED VOTING POWER
48,100 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
48,100 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
48,100 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2%
|
|||
14
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 205859101
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SCHEDULE 13D/A
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Page 7 of 20 Pages
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1
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NAME OF REPORTING PERSONS
Ardsley Advisory Partners
|
|||
2
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
1,675,000 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
1,675,000 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,675,000 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.6%
|
|||
14
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TYPE OF REPORTING PERSON (see instructions)
PN; IA
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CUSIP No. 205859101
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SCHEDULE 13D/A
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Page 8 of 20 Pages
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1
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NAME OF REPORTING PERSONS
Ardsley Partners I
|
|||
2
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
1,398,100 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
1,398,100 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,398,100 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.8%
|
|||
14
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
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Page 9 of 20 Pages
|
1
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NAME OF REPORTING PERSONS
Philip J. Hempleman
|
|||
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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
||
8
|
SHARED VOTING POWER
1,675,000 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
1,675,000 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,675,000 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.6%
|
|||
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 10 of 20 Pages
|
1
|
NAME OF REPORTING PERSONS
Spencer Hempleman
|
|||
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)
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
75,000 shares of common stock
|
||
8
|
SHARED VOTING POWER
-0-
|
|||
9
|
SOLE DISPOSITIVE POWER
75,000 shares of common stock
|
|||
10
|
SHARED DISPOSITIVE POWER
-0-
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
75,000 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.3%
|
|||
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 11 of 20 Pages
|
1
|
NAME OF REPORTING PERSONS
Benjamin Ian Block
|
|||
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)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
2,500 shares of common stock
|
||
8
|
SHARED VOTING POWER
-0-
|
|||
9
|
SOLE DISPOSITIVE POWER
2,500 shares of common stock
|
|||
10
|
SHARED DISPOSITIVE POWER
-0-
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,500 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
Less than 0.1%
|
|||
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 12 of 20 Pages
|
Item 1.
|
SECURITY AND ISSUER.
|
Item 2.
|
IDENTITY AND BACKGROUND.
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 13 of 20 Pages
|
Item 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 14 of 20 Pages
|
Item 4.
|
PURPOSE OF TRANSACTION.
|
Item 5.
|
INTEREST IN SECURITIES OF THE COMPANY.
|
A.
|
Ardsley Partners Fund II, L.P.
|
||||
(a)
|
As of the date hereof, APII may be deemed the beneficial owner of 419,900 Shares.
|
||||
Percentage: Approximately 1.7% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 419,900 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 419,900 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 15 of 20 Pages
|
B.
|
Ardsley Partners Institutional Fund, L.P.
|
||||
(a)
|
As of the date hereof, Ardsley Institutional may be deemed the beneficial owner of 327,800 Shares.
|
||||
Percentage: Approximately 1.3% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 327,800 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 327,800 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
C.
|
Ardsley Offshore Fund, Ltd.
|
||||
(a)
|
As of the date hereof, Ardsley Offshore may be deemed the beneficial owner of 27,300 Shares.
|
||||
Percentage: Approximately 0.1% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 27,300 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 27,300 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
D.
|
Ardsley Partners Renewable Energy Fund, L.P.
|
||||
(a)
|
As of the date hereof, Ardsley Energy may be deemed the beneficial owner of 650,400 Shares.
|
||||
Percentage: Approximately 2.6% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 650,400 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 650,400 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 16 of 20 Pages
|
E.
|
Ardsley Renewable Energy Offshore Fund, Ltd.
|
||||
(a)
|
As of the date hereof, Ardsley Energy Offshore may be deemed the beneficial owner of 48,100 Shares.
|
||||
Percentage: Approximately 0.2% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 48,100 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 48,100 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
F.
|
Ardsley Advisory Partners
|
||||
(a)
|
As of the date hereof, Ardsley, as the investment manager of APII, Ardsley Institutional, Ardsley Offshore, Ardsley Energy, Ardsley Energy Offshore and that certain managed account may be deemed the beneficial owner of the 1,675,000 Shares held by APII, Ardsley Institutional, Ardsley Offshore, Ardsley Energy, Ardsley Energy Offshore and the managed account.
|
||||
Percentage: Approximately 6.6% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 1,675,000 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 1,675,000 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
G.
|
Ardsley Partners I
|
||||
(a)
|
As of the date hereof, API as the general partner of APII, Ardsley Institutional and Ardsley Energy may be deemed the beneficial owner of the 1,398,100 Shares held by APII, Ardsley Institutional and Ardsley Energy.
|
||||
Percentage: Approximately 5.5% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 1,398,100 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 1,398,100 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 17 of 20 Pages
|
H.
|
Philip J. Hempleman
|
||||
(a)
|
As of the date hereof, Mr. Hempleman, (i) as the managing partner of Ardsley and Ardsley Partners and may be deemed the beneficial owner of the 1,675,000 Shares held by APII, Ardsley Institutional, Ardsley Offshore, Ardsley Energy, Ardsley Energy Offshore and that certain managed account.
|
||||
Percentage: Approximately 6.6% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|||
2.
|
Shared power to vote or direct vote: 1,675,000 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 0
|
||||
4.
|
Shared power to dispose or direct the disposition: 1,675,000 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
I.
|
Spencer Hempleman
|
||||
(a)
|
As of the date hereof, Mr. Spencer Hempleman, may be deemed the beneficial owner of 75,000 shares.
|
||||
Percentage: Approximately 0.3% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 75,000
|
|||
2.
|
Shared power to vote or direct vote: 0 Shares
|
||||
3.
|
Sole power to dispose or direct the disposition: 75,000
|
||||
4.
|
Shared power to dispose or direct the disposition: 0 Shares
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
J.
|
Benjamin Ian Block
|
||||
(a)
|
As of the date hereof, Mr. Benjamin Ian Block, may be deemed the beneficial owner of 2,500 shares.
|
||||
Percentage: Less than 0.1% as of the date hereof.
|
|||||
(b)
|
1.
|
Sole power to vote or direct vote: 2,500 Shares
|
|||
2.
|
Shared power to vote or direct vote: 0
|
||||
3.
|
Sole power to dispose or direct the disposition: 2,500 Shares
|
||||
4.
|
Shared power to dispose or direct the disposition: 0
|
||||
(c)
|
None.
|
||||
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
||||
(e)
|
Not applicable.
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 18 of 20 Pages
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
|
Exhibit 3: Joint Acquisition Statement as required by Rule 13d-1(k)(1) under the Act.
|
|
Exhibit 4: Stockholder Notice of Intent to Nominate Persons for Election as Directors at the 2012 Annual Meeting of the Stockholders of Comverge, Inc., dated December 13, 2011.
|
|
Exhibit 5: Form of Nominee Agreement.
|
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 19 of 20 Pages
|
ARDSLEY PARTNERS FUND II, L.P.
|
|||
BY:
|
ARDSLEY PARTNERS I,
GENERAL PARTNER
|
||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
General Partner
|
|||
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
|
|||
BY:
|
ARDSLEY PARTNERS I,
GENERAL PARTNER
|
||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
General Partner
|
|||
ARDSLEY OFFSHORE FUND, LTD.
|
|||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
Director
|
|||
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
|
|||
BY:
|
ARDSLEY PARTNERS I,
GENERAL PARTNER
|
||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
General Partner
|
|||
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
|
|||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
Director
|
|||
CUSIP No. 205859101
|
SCHEDULE 13D/A
|
Page 20 of 20 Pages
|
ARDSLEY ADVISORY PARTNERS
|
||||
BY:
|
/s/ Steve Napoli
|
|||
Steve Napoli
|
||||
Partner
|
||||
ARDSLEY PARTNERS I
|
||||
BY:
|
/s/ Steve Napoli
|
|||
Steve Napoli
|
||||
General Partner
|
||||
PHILIP J. HEMPLEMAN, INDIVIDUALLY
|
||||
BY:
|
/s/ Steve Napoli*
|
|||
Steve Napoli
|
||||
As attorney in fact for
Philip J. Hempleman
|
||||
SPENCER HEMPLEMAN, INDIVIDUALLY
|
||||
/s/ Spencer Hempleman
|
||||
BENJAMIN IAN BLOCK, INDIVIDUALLY
|
||||
/s/ Benjamin Ian Block
|
||||
* Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
|
ARDSLEY PARTNERS FUND II, L.P.
|
|||
BY:
|
ARDSLEY PARTNERS I,
GENERAL PARTNER
|
||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
General Partner
|
|||
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
|
|||
BY:
|
ARDSLEY PARTNERS I,
GENERAL PARTNER
|
||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
General Partner
|
|||
ARDSLEY OFFSHORE FUND, LTD.
|
|||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
Director
|
|||
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
|
|||
BY:
|
ARDSLEY PARTNERS I,
GENERAL PARTNER
|
||
BY:
|
/s/ Steve Napoli
|
||
Steve Napoli
|
|||
General Partner
|
|||
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
|
||||
BY:
|
/s/ Steve Napoli
|
|||
Steve Napoli
|
||||
Director
|
||||
ARDSLEY ADVISORY PARTNERS
|
||||
BY:
|
/s/ Steve Napoli
|
|||
Steve Napoli
|
||||
Partner
|
||||
ARDSLEY PARTNERS I
|
||||
BY:
|
/s/ Steve Napoli
|
|||
Steve Napoli
|
||||
General Partner
|
||||
PHILIP J. HEMPLEMAN, INDIVIDUALLY
|
||||
BY:
|
/s/ Steve Napoli*
|
|||
Steve Napoli
|
||||
As attorney in fact for
Philip J. Hempleman
|
||||
SPENCER HEMPLEMAN, INDIVIDUALLY
|
||||
/s/ Spencer Hempleman
|
||||
BENJAMIN IAN BLOCK, INDIVIDUALLY
|
||||
/s/ Benjamin Ian Block
|
||||
* Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
|
Re:
|
Stockholder Notice of Intent to Nominate Persons for Election as Directors at the 2012
Annual Meeting of the Stockholders of Comverge, Inc. (the "Corporation"). |
(i)
|
each Participant is not, nor was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;
|
(ii)
|
(a) each Participant has no position or office with the Corporation, and has no arrangement or understanding with any other person pursuant to which he was selected to be a nominee, if applicable, other than with respect to the Nominee Agreements described herein; (b) neither such Participant nor any of his "associates" (which term, for purposes of this Notice, shall have the meaning ascribed thereto in Rule 14a-1 of Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) any arrangement or understanding with any person with respect to (1) any future employment by the Corporation or its affiliates or (2) any future transactions to which the Corporation or any of its affiliates will or may be a party; (c) there were no transactions since December 31, 2010 nor are there any currently proposed involving such Participant or any of his associates in which the Corporation was or is to be a participant and in which such Participant, any of his associates, or any of their respective immediate family members or any persons sharing their respective households, have or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended ("Regulation S-K"); and (d) there are no material proceedings to which such Participant or any of his associates is a party adverse to the Corporation or any of its subsidiaries or has a material interest adverse to the Corporation or any of its subsidiaries;
|
(iii)
|
none of the entities or organizations referred to in Annex A with which any Participant has been involved during the past five years is a parent, subsidiary or other affiliate of the Corporation;
|
(iv)
|
except as set forth in Annex C or Annex D, as applicable, (a) such Participants and each of his associates is not a record owner or direct or indirect beneficial owner of any securities of the Corporation or any parent or subsidiary of the Corporation; and (b) such Participant has not purchased or sold any securities of the Corporation within the past two years;
|
(v)
|
neither any Participant nor any of his associates has received any fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, changes in pension value or nonqualified deferred compensation earnings or any other compensation from the Corporation during the Corporation's last completed fiscal year, or is subject to any other compensation arrangement described in Item 402 of Regulation S-K; and
|
(vi)
|
(a) there are no relationships involving such Participant or any of his associates that would have required disclosure under Item 407(e)(4) of Regulation S-K had that Participant been a director of the Corporation; (b) there are no events required to be disclosed under Item 401(f) of Regulation S-K that have occurred during the past ten years and that are material to an evaluation of the ability or integrity of any Participant; (c) there are no "family relationships" (as defined in Item 401(d) of Regulation S-K) between any Participant and any director or executive officer of the Corporation or person known to the Record Holder to be nominated by the Corporation to become a director or executive officer; and (d) such Participant has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past ten years.
|
|
Very truly yours, | |||
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P. | |||
By: | Ardsley Partners I, its General Partner | ||
|
By:
|
/s/ Steve Napoli | |
Name: Steve Napoli | |||
Title: General Partner | |||
Name:
|
Rudolf Joachim Hoefling
|
|
Age:
|
69
|
|
Business Address:
|
17 Tall Oaks Road
Wilton, CT 06897
|
Business Telephone: (203)-761-9099
|
Residence Address:
|
[REDACTED]
|
Residence Telephone: [REDACTED]
|
Facsimile:
|
(203)-761-0263
|
E-mail Address: [REDACTED]
|
Name:
|
David R. Kuzma
|
|
Age:
|
66
|
|
Business Address:
|
12930 Lomas Verdes Dr.
Poway, CA 92064
|
Business Telephone: 858-485-0864
|
Residence Address:
|
[REDACTED]
|
Residence Telephone: [REDACTED]
|
Facsimile:
|
N/A
|
E-mail Address: [REDACTED]
|
Name:
|
James J. Moore, Jr.
|
|
Age:
|
53
|
|
Business Address:
|
Diamond Castle Holdings, LLC
280 Park Ave.,
25th Floor, E Tower
New York, NY 10017
|
Business Telephone: (212) 300-1958
|
Residence Address:
|
[REDACTED]
|
Residence Telephone: [REDACTED]
|
Facsimile:
|
N/A
|
E-mail Address: [REDACTED]
|
STATE OF
|
)
|
|
)
|
ss.:
|
|
COUNTY OF
|
)
|
|
STATE OF CT.
|
)
|
|
)
|
ss.:
|
|
COUNTY OF FAIRFIELD
|
)
|
|
STATE OF VERMONT
|
)
|
|
MANCHESTER
|
)
|
ss.:
|
COUNTY OF BENNINGTON
|
)
|
|
ARDSLEY PARTNERS FUND II, L.P.
|
||
Trade Date
|
Shares Purchased (Sold)
|
Price* ($)
|
11/22/2010
|
25,600
|
6.2953
|
11/23/2010
|
26,600
|
6.0981
|
11/24/2010
|
39,500
|
6.3528
|
11/26/2010
|
13,200
|
6.6177
|
11/29/2010
|
13,300
|
6.8467
|
11/29/2010
|
26,400
|
6.6854
|
11/30/2010
|
52,700
|
6.7072
|
12/1/2010
|
52,700
|
7.15
|
12/1/2010
|
39,600
|
7.0081
|
12/2/2010
|
26,300
|
6.9571
|
12/3/2010
|
26,400
|
6.9585
|
12/6/2010
|
26,400
|
7.157
|
12/7/2010
|
26,400
|
7.2035
|
12/15/2010
|
14,000
|
6.7586
|
12/16/2010
|
14,900
|
6.5994
|
1/31/2011
|
6,800
|
6.1968
|
6/15/2011
|
32,500
|
2.7638
|
7/26/2011
|
13,600
|
3.4367
|
9/22/2011
|
(57,600)
|
2.2037
|
Trade Date
|
Shares Purchased (Sold)
|
Price* ($)
|
11/22/2010
|
20,500
|
6.2953
|
11/23/2010
|
20,800
|
6.0981
|
11/24/2010
|
31,100
|
6.3528
|
11/26/2010
|
10,300
|
6.6177
|
11/29/2010
|
10,300
|
6.8467
|
11/29/2010
|
20,700
|
6.6854
|
11/30/2010
|
41,300
|
6.7072
|
12/1/2010
|
41,400
|
7.15
|
12/1/2010
|
31,000
|
7.0081
|
12/2/2010
|
20,700
|
6.9571
|
12/3/2010
|
20,700
|
6.9585
|
12/6/2010
|
20,600
|
7.157
|
12/7/2010
|
20,700
|
7.2035
|
12/15/2010
|
11,000
|
6.7586
|
12/16/2010
|
10,100
|
6.5994
|
1/31/2011
|
5,200
|
6.1968
|
6/15/2011
|
17,500
|
2.7638
|
7/26/2011
|
10,500
|
3.4367
|
9/22/2011
|
(36,600)
|
2.2037
|
Trade Date
|
Shares Purchased (Sold)
|
Price* ($)
|
11/22/2010
|
3,300
|
6.2953
|
11/23/2010
|
2,600
|
6.0981
|
11/24/2010
|
4,400
|
6.3528
|
11/26/2010
|
1,500
|
6.6177
|
11/29/2010
|
1,400
|
6.8467
|
11/29/2010
|
2,900
|
6.6854
|
11/30/2010
|
6,000
|
6.7072
|
12/1/2010
|
5,900
|
7.15
|
12/1/2010
|
4,400
|
7.0081
|
12/2/2010
|
3,000
|
6.9571
|
12/3/2010
|
2,900
|
6.9585
|
12/6/2010
|
3,000
|
7.157
|
12/7/2010
|
2,900
|
7.2035
|
12/31/2010
|
(2,500)
|
7.2036
|
1/3/2011
|
(10,000)
|
6.9368
|
1/31/2011
|
500
|
6.1968
|
7/26/2011
|
900
|
3.4367
|
9/22/2011
|
(5,800)
|
2.2037
|
Trade Date
|
Shares Purchased (Sold)
|
Price* ($)
|
12/9/2009
|
(33,500)
|
10.36
|
12/16/2009
|
(16,200)
|
10.9117
|
12/31/2009
|
(17,300)
|
11.3161
|
1/4/2010
|
17,200
|
12.054
|
2/5/2010
|
(17,300)
|
9.6691
|
2/11/2010
|
(34,300)
|
10.3276
|
9/14/2010
|
45,900
|
6.4099
|
9/15/2010
|
30,600
|
6.7046
|
9/16/2010
|
30,600
|
6.8163
|
9/17/2010
|
14,300
|
6.7753
|
9/20/2010
|
30,300
|
6.9241
|
9/29/2010
|
13,000
|
7.319
|
10/21/2010
|
7,500
|
8.0674
|
11/8/2010
|
10,600
|
6.9854
|
11/9/2010
|
14,100
|
6.2907
|
11/11/2010
|
14,100
|
6.1102
|
11/29/2010
|
210
|
6.5
|
11/30/2010
|
4,790
|
6.7072
|
12/31/2010
|
15,900
|
6.9941
|
1/28/2011
|
14,900
|
6.3928
|
3/1/2011
|
(15,400)
|
5.15
|
3/4/2011
|
5,700
|
5.5965
|
3/9/2011
|
31,200
|
5.9604
|
3/10/2011
|
15,100
|
5.3828
|
4/29/2011
|
24,745
|
3.8468
|
5/3/2011
|
19,300
|
3.7995
|
5/6/2011
|
10,200
|
3.6972
|
5/10/2011
|
45,000
|
3.745
|
5/12/2011
|
17,900
|
3.8051
|
5/12/2011
|
15,000
|
3.8627
|
5/16/2011
|
8,900
|
4.0427
|
5/18/2011
|
15,000
|
3.4887
|
6/1/2011
|
10,255
|
3.5702
|
6/3/2011
|
14,900
|
3.10
|
6/13/2011
|
15,000
|
2.9779
|
7/11/2011
|
17,400
|
3.15
|
7/12/2011
|
26,900
|
3.2844
|
8/30/2011
|
18,100
|
2.3661
|
10/7/2011
|
108,400
|
1.595
|
Trade Date
|
Shared Purchased Sold)
|
Price* ($)
|
12/9/2009
|
(16,500)
|
10.36
|
12/16/2009
|
(8,800)
|
10.9117
|
12/31/2009
|
(7,700)
|
11.3161
|
1/4/2010
|
7,800
|
12.054
|
2/5/2010
|
(7,700)
|
9.6691
|
2/11/2010
|
(15,700)
|
10.3276
|
9/14/2010
|
18,100
|
6.4099
|
9/15/2010
|
12,100
|
6.7046
|
9/16/2010
|
12,100
|
6.8163
|
9/17/2010
|
5,600
|
6.7753
|
9/20/2010
|
12,000
|
6.9241
|
11/8/2010
|
7,900
|
6.9854
|
11/9/2010
|
5,200
|
6.2907
|
11/11/2010
|
5,200
|
6.1102
|
12/31/2010
|
(15,900)
|
6.982
|
1/28/2011
|
5,100
|
6.3928
|
3/1/2011
|
(7,300)
|
5.15
|
3/4/2011
|
1,600
|
5.5965
|
3/9/2011
|
8,100
|
5.9604
|
3/10/2011
|
3,900
|
5.3828
|
5/3/2011
|
5,700
|
3.7995
|
5/6/2011
|
2,500
|
3.6972
|
5/10/2011
|
10,900
|
3.745
|
5/12/2011
|
4,400
|
3.8051
|
5/12/2011
|
3,600
|
3.8627
|
5/16/2011
|
2,200
|
4.0427
|
5/18/2011
|
3,600
|
3.4887
|
6/1/2011
|
2,500
|
3.5702
|
6/3/2011
|
2,900
|
3.10
|
6/13/2011
|
3,600
|
2.9779
|
7/11/2011
|
3,900
|
3.15
|
7/12/2011
|
6,500
|
3.2844
|
10/7/2011
|
(77,900)
|
1.595
|
HFR HE ARDSLEY MASTER TRUST
|
||
Trade Date
|
Shared Purchased (Sold)
|
Price* ($)
|
9/14/2010
|
11,000
|
6.4099
|
9/15/2010
|
7,300
|
6.7046
|
9/16/2010
|
7,300
|
6.8163
|
9/17/2010
|
5,100
|
6.7753
|
9/20/2010
|
7,700
|
6.9241
|
9/29/2010
|
22,000
|
7.319
|
10/21/2010
|
7,500
|
8.064
|
11/8/2010
|
6,500
|
6.9854
|
11/9/2010
|
5,700
|
6.2907
|
11/11/2010
|
5,700
|
6.1102
|
2/1/2011
|
10,000
|
6.5809
|
3/1/2011
|
22,700
|
5.15
|
3/4/2011
|
2,700
|
5.5965
|
3/9/2011
|
15,700
|
5.9604
|
3/10/2011
|
6,000
|
5.3828
|
5/6/2011
|
4,300
|
3.6972
|
5/10/2011
|
19,100
|
3.745
|
5/12/2011
|
7,700
|
3.8051
|
5/12/2011
|
6,400
|
3.8627
|
5/16/2011
|
3,900
|
4.0427
|
5/18/2011
|
6,400
|
3.4887
|
6/1/2011
|
500
|
3.5702
|
6/3/2011
|
7,200
|
3.10
|
6/13/2011
|
6,400
|
2.9779
|
7/11/2011
|
8,700
|
3.15
|
7/12/2011
|
11,600
|
3.2844
|
8/30/2011
|
6,900
|
2.3661
|
10/7/2011
|
(30,500)
|
1.595
|
SPENCER HEMPLEMAN
|
||
Trade Date
|
Shared Purchased (Sold)
|
Price* ($)
|
3/16/2011
|
1,230
|
4.80
|
3/16/2011
|
2,800
|
4.79
|
3/16/2011
|
970
|
4.50
|
3/16/2011
|
10,000
|
4.44
|
3/24/2011
|
10,000
|
4.27
|
3/29/2011
|
164
|
4.74
|
3/29/2011
|
440
|
4.70
|
3/29/2011
|
5,321
|
4.70
|
3/29/2011
|
3,803
|
4.59
|
3/31/2011
|
400
|
4.65
|
3/31/2011
|
200
|
4.64
|
3/31/2011
|
1,956
|
4.65
|
3/31/2011
|
2,716
|
4.65
|
4/05/2011
|
200
|
4.66
|
6/02/2011
|
500
|
3.37
|
6/02/2011
|
1,000
|
3.35
|
6/02/2011
|
8,300
|
3.35
|
6/13/2011
|
200
|
2.93
|
6/13/2011
|
6,900
|
2.89
|
6/14/2011
|
100
|
2.88
|
6/14/2011
|
100
|
2.87
|
6/14/2011
|
300
|
2.79
|
6/14/2011
|
14,900
|
2.80
|
6/14/2011
|
2,500
|
2.79
|
BENJAMIN IAN BLOCK
|
||
Trade Date
|
Shared Purchased (Sold)
|
Price* ($)
|
9/13/2010
|
500
|
6.15
|
9/29/2010
|
(500)
|
7.39
|
11/11/2010
|
500
|
6.11
|
3/14/2011
|
200
|
4.6499
|
3/14/2011
|
500
|
4.6639
|
3/14/2011
|
800
|
4.6497
|
3/16/2011
|
500
|
4.4824
|
6/20/2011
|
470
|
2.6495
|
6/20/2011
|
530
|
2.6592
|
6/24/2011
|
(1000)
|
2.97
|
Very truly yours, | |||
ARDSLEY ADVISORY PARTNERS | |||
|
By:
|
||
Name: Benjamin Block | |||
Title: Director | |||
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