0000921895-11-001146.txt : 20110601 0000921895-11-001146.hdr.sgml : 20110601 20110601160939 ACCESSION NUMBER: 0000921895-11-001146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110601 DATE AS OF CHANGE: 20110601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED ANALOGIC TECHNOLOGIES INC CENTRAL INDEX KEY: 0001104042 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770462930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81524 FILM NUMBER: 11885174 BUSINESS ADDRESS: STREET 1: 3230 SCOTT BOULEVARD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: (408) 737-4600 MAIL ADDRESS: STREET 1: 3230 SCOTT BOULEVARD CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIALECTIC CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001411512 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 875 THIRD AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-230-3220 MAIL ADDRESS: STREET 1: 875 THIRD AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da307609005_06012011.htm sc13da307609005_06012011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Advanced Analogic Technologies Incorporated
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

00752J108
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 1, 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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
DIALECTIC CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,613,381
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,613,381
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,613,381
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IA, OO

 
2
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
DIALECTIC CAPITAL PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
444,716
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
444,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
444,716
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
DIALECTIC OFFSHORE, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
290,492
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
290,492
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
290,492
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
4
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
DIALECTIC ANTITHESIS PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
754,747
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
754,747
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
754,747
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
PN

 
5
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
DIALECTIC ANTITHESIS OFFSHORE, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
591,424
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
591,424
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
591,424
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
CO

 
6
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
DIALECTIC OFFSHORE, L2, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
532,002
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
532,002
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
532,002
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
CO

 
7
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
JOHN FICHTHORN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,613,381
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,613,381
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,613,381
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
LUKE FICHTHORN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,613,381
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,613,381
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,613,381
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 00752J108
 
1
NAME OF REPORTING PERSON
 
J. MICHAEL GULLARD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,200
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,200
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,2001
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

1 See Item 5.

 
10
 
CUSIP NO. 00752J108
 
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned.  This Amendment No. 3 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by DCP, DOF, DAP, DAO and DOL2 were purchased with working capital (no borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 2,613,381 Shares beneficially owned in the aggregate by DCP, DOF, DAP, DAO and DOL2 is approximately $9,676,302, excluding brokerage commission.
 
The Shares purchased by Mr. Gullard were purchased with personal funds (no borrowed funds were used to purchase the Shares) in open market transactions.  The aggregate purchase cost of the 1,200 Shares beneficially owned by Mr. Gullard is approximately $4,440, excluding brokerage commission.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On May 26, 2011, the Issuer announced that the Issuer, Skyworks Solutions, Inc. (“Skyworks”) and PowerCo Acquisition Corp., a wholly owned subsidiary of Skyworks (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Issuer, ultimately resulting in the Issuer becoming a wholly owned subsidiary of Skyworks (the “Merger”).  Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each Share of the Issuer will be converted into the right to receive an aggregate of $6.13 per Share, payable in an initial combination of $3.68 in cash and 0.08725 of a share of Skyworks common stock, subject to adjustment.  The completion of the Merger is subject to various closing conditions, including obtaining approval of the Issuer’s stockholders and receiving applicable governmental and regulatory approvals.
 
The Reporting Persons have reviewed the public announcements relating to the Merger.  Based on their initial review of publicly available information relating to the Merger, the Reporting Persons are pleased with the Issuer’s decision to prioritize the interests of stockholders by pursuing this value enhancing transaction and intend to support the Merger as proposed at this time.  The Reporting Persons intend to review any additional information relating to the Merger as it becomes available and reserve the right to change their views with respect to the Merger in the future.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 42,829,856 Shares outstanding, as of April 27, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 3, 2011.
 
(a, b)
As of the close of business on May 31, 2011, the Investment Manager may be deemed to be the beneficial owner of 2,613,381 Shares, constituting approximately 6.1% of the Shares outstanding.
 
 
11
 
CUSIP NO. 00752J108
 
 
The Investment Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,613,381 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,613,381 Shares.
 
 
The Investment Manager specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
(a, b)
As of the close of business on May 31, 2011, DCP may be deemed to be the beneficial owner of 444,716 Shares, constituting approximately 1.0% of the Shares outstanding.
 
 
DCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 444,716 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 444,716 Shares.
 
 
DCP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
 
DCP, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein.  DCP specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
 
(a, b)
As of the close of business on May 31, 2011, DOF may be deemed to be the beneficial owner of 290,492 Shares, constituting less than one percent of the Shares outstanding.
 
 
DOF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 290,492 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 290,492 Shares.
 
 
DOF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
 
DOF, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein.  DOF specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
 
(a, b)
As of the close of business on May 31, 2011, DAP may be deemed to be the beneficial owner of 754,747 Shares, constituting approximately 1.8% of the Shares outstanding.
 
 
DAP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 754,747 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 754,747 Shares.
 
 
DAP specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
 
12
 
CUSIP NO. 00752J108
 
 
DAP, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein.  DAP specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
 
(a, b)
As of the close of business on May 31, 2011, DAO may be deemed to be the beneficial owner of 591,424 Shares, constituting approximately 1.4% of the Shares outstanding.
 
 
DAO has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 591,424 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 591,424 Shares.
 
 
DAO specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
 
DAO, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein.  DAO specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
 
(a, b)
As of the close of business on May 31, 2011, DOL2 may be deemed to be the beneficial owner of 532,002 Shares, constituting approximately 1.2% of the Shares outstanding.
 
 
DOL2 has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 532,002 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 532,002 Shares.
 
 
DOL2 specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
 
DOL2 as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein.  DOL2 specifically disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
 
(a, b)
As of the close of business on May 31, 2011, JF may be deemed to be the beneficial owner of 2,613,381 Shares, constituting approximately 6.1% of the Shares outstanding.
 
 
JF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,613,381 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,613,381 Shares.
 
 
JF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
 
 
13
 
CUSIP NO. 00752J108
 
(a, b)
As of the close of business on May 31, 2011, LF may be deemed to be the beneficial owner of 2,613,381 Shares, constituting approximately 6.1% of the Shares outstanding.
 
 
LF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,613,381 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,613,381 Shares.
 
 
LF specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
 
(a, b)
As of the close of business on May 31, 2011, Mr. Gullard owned directly 1,200 Shares, constituting less than 1% of the Shares outstanding.
 
 
Mr. Gullard has the sole power to vote or direct the vote of 1,200 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 1,200 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
 
Mr. Gullard, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein.  Mr. Gullard specifically disclaims beneficial ownership of such Shares.
 
(c)
The trading dates, number of Shares purchased and price per share for all transactions in the Shares by the Reporting Persons in the past 60 days are set forth in Schedule B.  All such transactions were effected in open market transactions with brokers.
 
(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, the Shares.
 
(e)
Not applicable
 
 
14
 
CUSIP NO. 00752J108
 
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.
 
Dated:  June 1, 2011
 
 
DIALECTIC CAPITAL PARTNERS, LP
   
 
By:
Dialectic Capital, LLC, its general partner
     
 
By:
/s/ John Fichthorn
   
Name:
John Fichthorn
   
Title:
Managing Member


 
DIALECTIC CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ John Fichthorn
   
Name:
John Fichthorn
   
Title:
Managing Member


 
DIALECTIC OFFSHORE, LTD.
   
 
By:
/s/ John Fichthorn
   
Name:
John Fichthorn
   
Title:
Director


 
DIALECTIC ANTITHESIS PARTNERS, LP
   
 
By:
Dialectic Capital, LLC, its general partner
     
 
By:
/s/ John Fichthorn
   
Name:
John Fichthorn
   
Title:
Managing Member


 
DIALECTIC ANTITHESIS OFFSHORE, LTD.
   
 
By:
/s/ John Fichthorn
   
Name:
John Fichthorn
   
Title:
Director


 
DIALECTIC OFFSHORE, L2, LTD.
   
 
By:
/s/ John Fichthorn
   
Name:
John Fichthorn
   
Title:
Director

 
15
 
CUSIP NO. 00752J108

 
/s/ John Fichthorn
 
JOHN FICHTHORN


 
/s/ Luke Fichthorn
 
LUKE FICHTHORN


 
/s/ J. Michael Gullard
 
J. MICHAEL GULLARD

 
16
 
CUSIP NO. 00752J108
 
SCHEDULE B

Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

DIALECTIC CAPITAL PARTNERS, LP

5,560
  
3.94
5/13/2011
3,894
  
3.86
5/16/2011
1,666
  
3.69
5/17/2011
(27,652)
  
6.02
5/27/2011
(55,304)
  
6.02
5/27/2011




DIALECTIC OFFSHORE, LTD.

4,765
  
3.94
5/13/2011
3,337
  
3.86
5/16/2011
1,428
  
3.69
5/17/2011
(47,201)
  
6.02
5/27/2011
(23,600)
  
6.02
5/27/2011




DIALECTIC ANTITHESIS OFFSHORE, LTD.

13,156
  
3.94
5/13/2011
9,213
  
3.86
5/16/2011
3,943
  
3.69
5/17/2011
(131,846)
  
6.02
5/27/2011
(65,923)
  
6.02
5/27/2011




DIALECTIC ANTITHESIS PARTNERS, LP

14,032
  
3.94
5/13/2011
9,829
  
3.86
5/16/2011
4,203
  
3.69
5/17/2011
(140,431)
  
6.02
5/27/2011
(70,216)
  
6.02
5/27/2011
       

DIALECTIC OFFSHORE, L2, LTD.

12,487
  
3.94
5/13/2011
8,745
  
3.86
5/16/2011
3,742
  
3.69
5/17/2011
(62,609)
  
6.02
5/27/2011
(125,218)
  
6.02
5/27/2011