*
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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.
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CUSIP No. 409321106
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|||
1.
|
Names of Reporting Persons.
CapGen Capital Group VI LP
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||
2.
|
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)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
|
||
6.
|
Citizenship or Place of Organization
Delaware
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||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
39,752,106 (1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
39,752,106 (1)
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||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,752,106 (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
37.5% (2)
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||
14.
|
Type of Reporting Person (See Instructions)
PN
|
(1)
|
Does not include any shares of Common Stock (as defined in the 13D filing) that may be purchased by CapGen Capital Group VI LP (“CapGen LP”) in the Standby Purchase (as defined in the 13D filing).
|
(2)
|
The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer (as defined in the 13D filing) in its Definitive Proxy Statement on Schedule 14A filed May 31, 2012 (the “Proxy Statement”) plus 71,428,572 shares issued on June 27, 2012 in the Private Placement (as defined in the 13D filing).
|
CUSIP No. 409321106
|
|||
1.
|
Names of Reporting Persons.
CapGen Capital Group VI LLC
|
||
2.
|
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)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings 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
39,752,106 (1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
39,752,106 (1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,752,106 (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
37.5% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Does not include any shares of Common Stock that may be purchased by CapGen LP in the Standby Purchase.
|
(2)
|
The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer in its Proxy Statement plus 71,428,572 shares issued on June 27, 2012 in the Private Placement.
|
CUSIP No. 409321106
|
|||
1.
|
Names of Reporting Persons.
Eugene A. Ludwig
|
||
2.
|
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)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
|
||
6.
|
Citizenship or Place of Organization
United States
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
39,752,106 (1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
39,752,106 (1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,752,106 (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
37.5% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1) |
Does not include any shares of Common Stock that may be purchased by CapGen LP in the Standby Purchase.
|
(2)
|
The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer in its Proxy Statement plus 71,428,572 shares issued on June 27, 2012 in the Private Placement.
|
Reporting Person
|
Amount Beneficially Owned (1)
|
Percent of Class (2)
|
Sole Power to Vote or Direct the Vote (1)
|
Shared Power to Vote or Direct the Vote (1)
|
Sole Power to Dispose or to Direct the
Disposition (1)
|
Shared Power to Dispose or to
Direct the Disposition (1)
|
CapGen Capital Group VI LP
|
39,752,106
|
37.5%
|
39,752,106
|
0
|
39,752,106
|
0
|
CapGen Capital Group VI LLC
|
39,752,106
|
37.5%
|
39,752,106
|
0
|
39,752,106
|
0
|
Eugene A. Ludwig
|
39,752,106
|
37.5%
|
0
|
39,752,106
|
0
|
39,752,106
|
(1) |
Does not include any shares of Common Stock that may be purchased by CapGen LP in the Standby Purchase.
|
(2)
|
The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer in its Proxy Statement plus 71,428,572 shares issued on June 27, 2012 in the Private Placement.
|
Exhibit 10
|
Joint Filing Agreement, dated June 28, 2012, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC and Eugene A. Ludwig.
|
CAPGEN CAPITAL GROUP VI LP
|
||
By: CAPGEN CAPITAL GROUP VI LLC,
its general partner
|
||
By:
|
/s/ Eugene A. Ludwig
|
|
Name:
|
Eugene A. Ludwig
|
|
Title:
|
Managing Member
|
CAPGEN CAPITAL GROUP VI LLC
|
||
By:
|
/s/ Eugene A. Ludwig
|
|
Name:
|
Eugene A. Ludwig
|
|
Title:
|
Managing Member
|
EUGENE A. LUDWIG
|
||
By:
|
/s/ Eugene A. Ludwig
|
|
Name:
|
Eugene A. Ludwig
|
Exhibit | Title |
Exhibit 10
|
Joint Filing Agreement, dated June 28, 2012, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC and Eugene A. Ludwig.
|
CAPGEN CAPITAL GROUP VI LP
|
|||
By:
|
CAPGEN CAPITAL GROUP VI LLC,
|
||
its general partner
|
|||
By:
|
/s/ Eugene A. Ludwig
|
||
Name:
|
Eugene A. Ludwig
|
||
Title:
|
Managing Member
|
||
CAPGEN CAPITAL GROUP VI LLC
|
|||
By:
|
/s/ Eugene A. Ludwig
|
||
Name:
|
Eugene A. Ludwig
|
||
Title:
|
Managing Member
|
||
EUGENE A. LUDWIG
|
|||
By:
|
/s/ Eugene A. Ludwig
|
||
Name:
|
Eugene A. Ludwig
|
||