CUSIP No. 904743200
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1
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
BlueLine Catalyst Fund IX, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ X ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
44,314
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
44,314
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,516
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12
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CHECK BOX 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)
7.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 904743200
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1
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
BlueLine Capital Partners, L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ X ]
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||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS (See Instructions)
WC
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||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
661,843
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
661,843
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,516
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||
12
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CHECK BOX 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)
7.0%
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||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 904743200
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1
|
NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
BlueLine Capital Partners II, L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ X ]
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||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS (See Instructions)
WC
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||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
162,040
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
162,040
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,516
|
||
12
|
CHECK BOX 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)
7.0%
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||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 904743200
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1
|
NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
BlueLine Capital Partners III, L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ X ]
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||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS (See Instructions)
WC
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||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
147,748
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
147,748
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,516
|
||
12
|
CHECK BOX 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)
7.0%
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||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 904743200
|
|
1
|
NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
BlueLine Partners, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ X ]
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||
3
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SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
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||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
823,883
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
823,883
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,516
|
||
12
|
CHECK BOX 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)
7.0%
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||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 904743200
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|
1
|
NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
BlueLine Partners II, L.L.C.
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ X ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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
147,748
|
||
9
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SOLE DISPOSITIVE POWER
0
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||
10
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SHARED DISPOSITIVE POWER
147,748
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,516
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]
(See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 904743200
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1
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NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
Meridian OHC L.L.C.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ] (b) [ X ]
|
||
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
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
46,885
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
46,885
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10
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SHARED DISPOSITIVE POWER
0
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||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,516
|
||
12
|
CHECK BOX 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)
7.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(a)– (b)
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This statement is filed on behalf of BlueLine Catalyst Fund IX, LP (“Cat 9”), BlueLine Capital Partners, LP (“BCP I”), BlueLine Capital Partners II, LP (“BCP II”), BlueLine Capital Partners III, LP “BCP III”), BlueLine Partners, L.L.C. (“BLGP I”), and BlueLine Partners II, L.L.C. (“BLGP II” and, together with the above entities, the “BlueLine Entities”) and Meridian OHC LLC (“Meridian” and, together with the BlueLine Entities, the “Reporting Entities”). BLGP I is the sole general partner of Cat 9, BCP I, BCP II and has an interest in the profits of those funds. BLGP II is the sole general partner of BCP III and has an interest in the profits of that fund. Scott Shuda and Timothy Bacci are each Managing Directors of BlueLine Partners, L.L.C. and BlueLine Partners II, L.L.C. Messrs. Shuda and Bacci each disclaims beneficial ownership for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”). John Steven Kraus is Managing Director of Meridian. Mr. Kraus disclaims beneficial ownership for purposes of Rule 13d-3 under the Act. The address of each of the BlueLine Entities is c/o BlueLine Management Company, 319 Diablo Road, Suite 200, Danville, California 94526. The address of Messrs. Shuda and Bacci is 325 N. St. Paul, 35th Floor, Dallas, Texas 75201. The address of Meridian and Mr. Kraus is 138 Rowayton Avenue, Rowayton, Connecticut 06853.
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(c)
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Each of Cat 9, BCP I, BCP II and BCP III is a private investment limited partnership. The principal business of each of BLGP I and BLGP II is to serve as investment manager to a variety of private investment funds and to control the investing and trading in securities of these private investment funds. The principal business of Messrs. Shuda and Bacci is to act as Managing Directors of BlueLine Partners. Meridian is a private investment limited liability company. The principal business of Mr. Kraus is to act as Managing Director of Meridian.
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(d)
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None of the Reporting Entities nor Messrs. Shuda, Bacci or Kraus has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e)
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None of the Reporting Entities nor Messrs. Shuda, Bacci or Kraus has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
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(f)
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Each of Cat 9, BCP I, BCP II and BCP III is a Delaware limited partnership. Each of BLGP I, BLGP II and Meridian is a Delaware limited liability company. Messrs. Shuda, Bacci and Kraus are each U.S. citizens.
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(a)
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As of the date of this Amendment No. 2 to Schedule 13D, each of the Reporting Entities may be deemed to own 1,018,516 shares of Common Stock. These shares represent approximately 7.0% of the shares of Common Stock outstanding based on 14,577,277 shares of the Company’s Common Stock outstanding as reported in the Company’s Form 10-K for the year ended January 31, 2011 filed with the Securities and Exchange Commission on March 15, 2011.
The Reporting Entities are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Each Reporting Entity expressly disclaims beneficial ownership of any of the shares of Common Stock other than those reported herein as being owned by it.
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(b)
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As of the date of this Amendment No. 2 to Schedule 13D, the Reporting Entities beneficially own 1,018,516 shares of Common Stock.
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(c)
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Information concerning transactions in the Common Stock effected by the Reporting Entities during the past sixty days is set forth in Exhibit B hereto and is incorporated by this reference. All of the transactions set forth in Exhibit B were open market transactions for cash.
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1.
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Exhibit A – Joint Filing Agreement dated March 24, 2011, signed by each of the Reporting Entities in order to confirm that this Amendment No. 2 to Schedule 13D is being filed on behalf of each of the Reporting Entities.
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2.
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Exhibit B – Transactions in the Common Stock by the Reporting Entities during the past 60 days.
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Cat 9
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Meridian
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Date
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No of Shares
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Price Per Share
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No of Shares
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Price Per Share
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3/18/2011
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7,216
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$2.50
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3,500
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$2.50
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3/21/2011
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6,750
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$2.53
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3/22/2011
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21,134
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$2.50
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5,000
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$2.55
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3/22/2011
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5,000
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$2.44
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3/23/2011
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9,214
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$2.50
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