1
|
NAME OF REPORTING PERSON
Raging Capital Fund, 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
814,256
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
814,256
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,256
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging Capital Fund (QP), 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
1,246,485
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,246,485
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,246,485
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging 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
2,060,741
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,060,741
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,741
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
William C. Martin
|
||
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
2,060,741
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,060,741
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,741
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Robert L. Lerner
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%1
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Raging Capital Fund, LP, a Delaware limited partnership (“Raging Capital Fund”);
|
|
(ii)
|
Raging Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the “Raging Funds”);
|
|
(iii)
|
Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), who serves as the general partner of each of the Raging Funds;
|
|
(iv)
|
William C. Martin (“Mr. Martin”), who serves as the managing member of Raging Capital; and
|
|
(v)
|
Robert L. Lerner (“Mr. Lerner”), a nominee for election to the Board of Directors of the Issuer.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging Capital Management, LLC, William C. Martin and Robert L. Lerner, dated November 3, 2011.
|
|
99.2
|
Indemnification Letter Agreement.
|
|
99.3
|
Powers of Attorney.
|
Raging Capital Fund, LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
/s/ William C. Martin
|
|
WILLIAM C. MARTIN
|
|
Individually and as attorney-in-fact for Robert L. Lerner
|
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
3,600
|
4.4492
|
09/13/2011
|
|
92
|
4.4500
|
09/12/2011
|
|
1,633
|
4.6637
|
09/07/2011
|
|
18,400
|
4.4998
|
09/07/2011
|
Raging Capital Fund, LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
/s/ William C. Martin | |
William C. Martin
|
/s/ Robert Lerner | |
Robert L. Lerner
|
Very truly yours,
|
||||
Raging Capital Fund, LP
|
||||
By:
|
Raging Capital Management, LLC
General Partner
|
|||
By:
|
/s/ William C. Martin
|
|||
Name:
|
William C. Martin
|
|||
Title:
|
Managing Member
|
ACCEPTED AND AGREED:
|
/s/ Robert L. Lerner
|
ROBERT L. LERNER
|
Raging Capital Fund, LP
|
||||
By:
|
Raging Capital Management, LLC
General Partner
|
|||
By:
|
William C. Martin
Managing Member
|
Raging Capital Fund (QP), LP
|
||
By:
|
Raging Capital Management, LLC
General Partner
|
|
By:
|
William C. Martin
Managing Member
|
Raging Capital Management, LLC
|
||
By:
|
William C. Martin
Managing Member
|
/s/ William C. Martin
|
|
William C. Martin
|
/s/ Robert L. Lerner
|
ROBERT L. LERNER
|