Schedule 13D Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Stonerise Capital Management, LLC
Stonerise Capital Partners Master Fund, L.P.
44 Montgomery Street, Suite 2000
San Francisco, CA 94104
(415) 772-1907
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
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1 |
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NAMES OF REPORTING PERSONS
Stonerise Capital Management, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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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) |
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OO (1) |
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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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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,559,541(2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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1,559,541(2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,559,541(2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.2%(2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
(1) See Item 3 below.
(2) Stonerise Capital Partners Master Fund,
L.P. holds directly $3,500,000 principal amount of 7.95% Senior Convertible Notes Due
2015 (the Convertible Notes), which are convertible as of
the date of this Schedule 13D into 1,559,541 shares of Common Stock.
The calculation of percentage ownership is based on 69,921,581 shares
of Common Stock outstanding as of March 28, 2011 as disclosed in the
Issuers Form 10-K filed with the SEC on March 31, 2011 (the Issuers Form 10-K),
plus the 1,559,541 shares of Common Stock that would be issued upon conversion of
the Convertible Notes of the Issuer held by the Stonerise Capital Partners Master
Fund, L.P. and Stonerise Capital Management, LLC. Stonerise Capital Management, LLC
is the sole general partner of Stonerise Capital Partners Master Fund, L.P. As a result,
Stonerise Capital Management, LLC may be deemed to be the beneficial owner and to share the
voting and dispositive power of the 1,559,541 shares of Common Stock issuable upon the conversion
of the Convertible Notes held by Stonerise Capital Partners Master Fund, L.P.
As a result of the termination of
the Lock-Up Agreement described below in Item 4, the formerly Locked-Up Holders may
no longer be deemed to be a group within the meaning of Rule 13d-5(b) under the Act.
The formerly Locked-Up Holders
(see Item 4 below) beneficially own, in the aggregate, $16,350,000 principal amount
of the Convertible Notes, as defined above, which are convertible as of the date
of this Schedule 13D into an aggregate 7,285,283 shares of Common Stock, which
represents 9.5% of the outstanding shares of Common Stock. The calculation of
the aggregate percentage ownership is based on 69,921,581 shares of Common
Stock outstanding as of March 28, 2011 as disclosed in the Issuers Form 10-K,
plus 7,285,283 shares of Common Stock in the aggregate that would be issued
upon conversion of all of the Convertible Notes of the Issuer held by the Locked-Up Holders.
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1 |
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NAMES OF REPORTING PERSONS
Stonerise Capital Partners Master Fund, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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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) |
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OO (1) |
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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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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,559,541 (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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1,559,541 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,559,541 (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.2%(2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
All information in this Amendment No. 1 to Schedule 13D (Amendment No. 1) is being supplied
solely by the Reporting Persons, and only the Reporting Persons shall be deemed responsible for the
accuracy of such information. This Amendment No. 1 to Schedule 13D is being filed by Stonerise
Capital Management, LLC (Stonerise Management) and Stonerise Capital Partners Master Fund, L.P.
(SCPMF) pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This
Amendment No. 1 amends and supplements the Schedule 13D as filed jointly by Stonerise Management
and SCPMF with the Securities and Exchange Commission (the SEC) on March 25, 2011 (the Initial
Schedule 13D). Unless set forth below, all previous Items set forth in the Initial Schedule 13D
are unchanged. All capitalized terms used herein that are not defined herein have the meanings for
such terms set forth in the Initial Schedule 13D.
ITEM 4. Purpose of Transaction.
As disclosed in the Initial Schedule 13D, on March 18, 2011, SCPMF, Zazove Associates, LLC, Nisswa
Convertibles Master Fund Ltd., and Cohanzick Management, LLC (collectively, the Locked-Up
Holders) entered into a written lock-up agreement (the Lock-Up Agreement) pursuant to which,
among other things, each agreed not to deliver consents with respect such Locked-Up Holders
Convertible Notes to the proposed amendments in the Consent Solicitation, subject to certain
exceptions. The Lock-Up Agreement automatically terminated pursuant to its terms on April 29, 2011.
As a result of the termination of the Lock-Up Agreement, the formerly Locked-Up Holders may no
longer be deemed to be a group within the meaning of Rule 13d-5(b) under the Act (see Item 5
below).
The description of the Lock-Up Agreement in this Amendment No. 1 is qualified in its entirety by
reference to the full text of the Lock-Up Agreement, a copy of which was filed as Exhibit 2 to the
Initial Schedule 13D and is hereby incorporated herein by reference.
The Reporting Persons have acquired the Issuers Convertible Notes for investment purposes, and
such purchases have been made in the Reporting Persons ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote,
trade, dispose or otherwise deal in the Convertible Notes, Common Shares, or other securities of
the Issuer at times, and in such manner, as they deem advisable to benefit from changes in market
prices of such Common Shares, changes in the Issuers operations, business strategy or prospects,
or from sale or merger of the Issuer, subject to the terms of the Lock-Up Agreement, which provide
in part, that for the duration of the Lock-Up Agreement, transferees of the Reporting Persons
Convertible Notes or interests therein execute a joinder to the Lock-Up Agreement. To evaluate such
alternatives, the Reporting Persons will routinely monitor the Issuers operations, prospects,
business development, management, competitive and strategic matters, capital structure, and
prevailing market conditions, as well as alternative investment opportunities, liquidity
requirements of the Reporting Persons and other investment considerations. Consistent with their
investment research methods and evaluation criteria, the Reporting Persons may discuss such matters
with management or directors of the Issuer, other shareholders, industry analysts, existing or
potential strategic partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially affect, and result in, the
Reporting Persons modifying their ownership of Convertible Notes, Common Shares, or other
securities of the Issuer, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuers operations, governance or
capitalization, or in proposing one or more of the other actions described in subsections (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and
take such actions with respect to their investment in the Issuer, including any or all of the
actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional
Convertible Notes, Common Shares or other securities of the Issuer, or dispose of all of the
Convertible Notes, Common Shares or other securities beneficially owned by them, in the public
market or privately negotiated transactions, subject to the terms of the Lock-Up Agreement. The
Reporting Persons may at any time reconsider and change their plans or proposals relating to the
foregoing, except as related to abiding by the terms and conditions of the Lock-Up Agreement.
ITEM 5. Interest in Securities of the Issuer.
(a), (b) The Reporting Persons hold directly $3,500,000 principal amount of the Convertible Notes,
which are convertible as of the date of this Schedule 13D into 1,559,541 shares of Common Stock.
The calculation of percentage ownership is based on 69,921,581 shares of Common Stock outstanding
as of March 28, 2011 as disclosed in the Issuers Form 10-K filed with the SEC on March 31, 2011
(the Issuers Form 10-K), plus the 1,559,541 shares of Common Stock that would be issued upon
conversion of all of the Convertible Notes held by the Reporting Persons. Stonerise Management is
the sole general partner of SCPMF. As a result, Stonerise Management may be deemed to be the
beneficial owner and to share the voting and dispositive power of the 1,559,541 shares of Common
Stock issuable upon the conversion of the Convertible Notes held by SCPMF.
The formerly Locked-Up Holders (see Item 4 above) beneficially own, in the aggregate, $16,350,000
principal amount of the Convertible Notes, which are convertible as of the date of this Schedule
13D into an aggregate 7,285,283 shares of Common Stock, which represents 9.5% of the outstanding
shares of Common Stock. The calculation of the aggregate percentage ownership is based on
69,921,581 shares of Common Stock outstanding as of March 28, 2011 as disclosed in the Issuers
Form 10-K, plus the 7,285,283 shares of Common Stock in the aggregate that would be issued upon
conversion of all of the Convertible Notes held by the Locked-Up Holders.
As noted in Item 4 above, as a result of the termination of the Lock-Up Agreement, the Locked-Up
Holders may no longer be deemed to be a group within the meaning of Rule 13d-5(b) under the Act.
(c), (d) Not applicable.
(e) As disclosed above, following the termination of the Lock-Up Agreement pursuant to its terms,
on April 29, 2011, the Reporting Persons ceased to be the beneficial owner of more than 5% of the
Common Stock of the Issuer.
ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of
the Issuer.
Except for the Lock-Up Agreement disclosed above, no contracts, arrangements, understandings, or
relationships (legal or otherwise) exist between any Reporting Person and any other person with
respect to any securities of the Issuer, including, but not limited to, transfer or voting of any
of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. Material to Be Filed as Exhibits.
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Exhibit |
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Number |
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Description |
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Exhibit 1
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Joint Filing Agreement, dated May 2, 2011, between Stonerise
Capital Management, LLC and Stonerise Capital Partners Master
Fund, L.P. |
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.
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Dated: May 2, 2011 |
STONERISE CAPITAL MANAGEMENT, LLC
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/s/ Jeffrey A. Cozad
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Name: |
Jeffrey A. Cozad |
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Title: |
Managing Member |
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Dated: May 2, 2011 |
STONERISE CAPITAL PARTNERS
MASTER FUND, L.P.
By: Stonerise Capital
Management, LLC, its general
partner
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/s/ Jeffrey A. Cozad
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Name: |
Jeffrey A. Cozad |
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Title: |
Managing Member |
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