1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL PARTNERS III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, OO
|
||
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
1,635,392
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,635,392
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,635,392
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
|
||
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
1,635,392
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,635,392
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,635,392
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL PARTNERS L.P.
|
||
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
631,066
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
631,066
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,066
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL MANAGEMENT, L.L.C.
|
||
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
631,066
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
631,066
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,066
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
PAUL J. SOLIT
|
||
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
2,266,458
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,266,458
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,266,458
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ERIC SINGER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, 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
45,000
|
|
8
|
SHARED VOTING POWER
1,635,392
|
||
9
|
SOLE DISPOSITIVE POWER
45,000
|
||
10
|
SHARED DISPOSITIVE POWER
1,635,392
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,392
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MARK J. BONNEY
|
||
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-**
|
||
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%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MARK F. FITZGERALD
|
||
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-**
|
||
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%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Potomac Capital Partners III, L.P., a Delaware limited partnership (“PCP III”);
|
|
(ii)
|
Potomac Capital Management III, L.L.C., a Delaware limited liability company (“Potomac Management III”), which serves as the general partner of PCP III;
|
|
(iii)
|
Potomac Capital Partners L.P., a Delaware limited partnership (“PCP”);
|
|
(iv)
|
Potomac Capital Management, L.L.C., a Delaware limited liability company (“Potomac Management”), which serves as the general partner of PCP;
|
|
(v)
|
Paul J. Solit (“Mr. Solit”), who serves as the co-managing member of Potomac Management III and as the managing member of Potomac Management;
|
|
(vi)
|
Eric Singer (“Mr. Singer”), who serves as the co-managing member of Potomac Management III and is a nominee for election to the Board of Directors of the Issuer (the “Board”);
|
|
(vii)
|
Mark J. Bonney (“Mr. Bonney”), a nominee for election to the Board; and
|
|
(viii)
|
Mark F. Fitzgerald (“Mr. Fitzgerald”), a nominee for election to the Board.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
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 Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Paul J. Solit, Eric Singer, Mark J. Bonney and Mark F. Fitzgerald, dated April 9, 2012.
|
|
99.2
|
Form of Indemnification Letter Agreement.
|
|
99.3
|
Powers of Attorney.
|
Dated: April 9, 2012
|
POTOMAC CAPITAL PARTNERS III, L.P.
|
|
By:
|
Potomac Capital Management III, L.L.C.
|
|
General Partner
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Co-Managing Member
|
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Co-Managing Member
|
POTOMAC CAPITAL PARTNERS L.P.
|
||
By:
|
Potomac Capital Management, L.L.C.
|
|
General Partner
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Managing Member
|
POTOMAC CAPITAL MANAGEMENT, L.L.C.
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Managing Member
|
/s/ Paul J. Solit
|
|
PAUL J. SOLIT
|
/s/ Eric Singer
|
|
ERIC SINGER
|
|
Individually and as attorney-in-fact for Mark J. Bonney and Mark F. Fitzgerald
|
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
15,200
|
4.9499
|
4/03/2012
|
|
25,000
|
4.8300
|
4/04/2012
|
|
3,300
|
4.8461
|
4/04/2012
|
POTOMAC CAPITAL PARTNERS III, L.P.
|
||
By:
|
Potomac Capital Management III, L.L.C.
|
|
General Partner
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Co-Managing Member
|
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Co-Managing Member
|
POTOMAC CAPITAL PARTNERS L.P.
|
||
By:
|
Potomac Capital Management, L.L.C.
|
|
General Partner
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Managing Member
|
POTOMAC CAPITAL MANAGEMENT, L.L.C.
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Managing Member
|
/s/ Paul J. Solit
|
|
PAUL J. SOLIT
|
/s/ Eric Singer
|
|
ERIC SINGER
|
/s/ Mark J. Bonney
|
|
MARK J. BONNEY
|
/s/ Mark F. Fitzgerald
|
|
MARK F. FITZGERALD
|
Very truly yours,
|
|||
POTOMAC CAPITAL PARTNERS III, L.P.
|
|||
By:
|
Potomac Capital Management III, L.L.C., its general partner
|
||
By:
|
|
||
Name:
|
Paul J. Solit
|
||
Title:
|
Co-Managing Member
|
ACCEPTED AND AGREED:
|
|
[NOMINEE]
|
/s/ Mark J. Bonney
|
|
MARK J. BONNEY
|
/s/ Mark F. Fitzgerald
|
|
MARK F. FITZGERALD
|