-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHIiFCUd4XCM8VOtMzWmizcNVEZoc+VMRx3gFsInYlQiDuk4Bhfu5f1H9etD92KU 6Rw50yLeFJAVhMsm0Y6bsw== 0000950134-04-019872.txt : 20041223 0000950134-04-019872.hdr.sgml : 20041223 20041223162433 ACCESSION NUMBER: 0000950134-04-019872 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041223 GROUP MEMBERS: G STACY SMITH GROUP MEMBERS: PATRICK P WALKER GROUP MEMBERS: REID S WALKER GROUP MEMBERS: STEVEN R BECKER GROUP MEMBERS: WALKER SMITH CAPITAL (QP) LP GROUP MEMBERS: WALKER SMITH CAPITAL LP GROUP MEMBERS: WALKER SMITH INTERNATIONAL FUND LTD GROUP MEMBERS: WS CAPITAL MANAGEMENT LP GROUP MEMBERS: WS OPPORTUNITY FUND (QP) LP GROUP MEMBERS: WS OPPORTUNITY FUND INTERNATIONAL LTD GROUP MEMBERS: WS OPPORTUNITY FUND LP GROUP MEMBERS: WS VENTURES MANAGEMENT LP GROUP MEMBERS: WSV MANAGEMENT LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 880 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53711 FILM NUMBER: 041224522 BUSINESS ADDRESS: STREET 1: 401 WILSHIRE BOULEVARD STREET 2: SUITE 1020 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-526-5000 MAIL ADDRESS: STREET 1: 401 WILSHIRE BOULEVARD STREET 2: SUITE 1020 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G 1 d21171sc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Orion Acquisition Corp. II

(Name of Issuer)

Common Shares

(Title of Class of Securities)

685924102

(Cusip Number)

December 17, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000

 

 

             
13G
CUSIP No. 685924102 Page 2 of 21
  1. Name of Reporting Person:
WS Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
645,162
6. Shared Voting Power:
0
7. Sole Dispositive Power:
645,162
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
6.7%
  12.Type of Reporting Person:
HC/OO

 

 

             
13G
CUSIP No. 685924102 Page 3 of 21
  1. Name of Reporting Person:
WS Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
645,162
6. Shared Voting Power:
0
7. Sole Dispositive Power:
645,162
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
645,162
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
6.7%
  12.Type of Reporting Person:
IA/PN

 

 

             
13G
CUSIP No. 685924102 Page 4 of 21
  1. Name of Reporting Person:
Walker Smith Capital, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
54,258
6. Shared Voting Power:
0
7. Sole Dispositive Power:
54,258
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
54,258
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.6%
  12.Type of Reporting Person:
PN

 

 

             
13G
CUSIP No. 685924102 Page 5 of 21
  1. Name of Reporting Person:
Walker Smith Capital (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
257,420
6. Shared Voting Power:
0
7. Sole Dispositive Power:
257,420
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
257,420
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.7%
  12.Type of Reporting Person:
PN

 

 

             
13G
CUSIP No. 685924102 Page 6 of 21
  1. Name of Reporting Person:
Walker Smith International Fund, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
333,484
6. Shared Voting Power:
0
7. Sole Dispositive Power:
333,484
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
333,484
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.5%
  12.Type of Reporting Person:
CO

 

 

             
13G
CUSIP No. 685924102 Page 7 of 21
  1. Name of Reporting Person:
WSV Management, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
129,032
6. Shared Voting Power:
0
7. Sole Dispositive Power:
129,032
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
129,032
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.3%
  12.Type of Reporting Person:
IA/OO

 

 

             
13G
CUSIP No. 685924102 Page 8 of 21
  1. Name of Reporting Person:
WS Ventures Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
129,032
6. Shared Voting Power:
0
7. Sole Dispositive Power:
129,032
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
129,032
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.3%
  12.Type of Reporting Person:
HC/PN

 

 

             
13G
CUSIP No. 685924102 Page 9 of 21
  1. Name of Reporting Person:
WS Opportunity Fund, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
36,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
36,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
36,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.4%
  12.Type of Reporting Person:
PN

 

 

             
13G
CUSIP No. 685924102 Page 10 of 21
  1. Name of Reporting Person:
WS Opportunity Fund (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
44,322
6. Shared Voting Power:
0
7. Sole Dispositive Power:
44,322
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
44,322
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.5%
  12.Type of Reporting Person:
PN

 

 

             
13G
CUSIP No. 685924102 Page 11 of 21
  1. Name of Reporting Person:
WS Opportunity Fund International, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
48,710
6. Shared Voting Power:
0
7. Sole Dispositive Power:
48,710
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
48,710
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.5%
  12.Type of Reporting Person:
CO

 

 

             
13G
CUSIP No. 685924102 Page 12 of 21
  1. Name of Reporting Person:
Reid S. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
774,194
6. Shared Voting Power:
0
7. Sole Dispositive Power:
774,194
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
774,194
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
8.1%
  12.Type of Reporting Person:
HC/IN

 

 

             
13G
CUSIP No. 685924102 Page 13 of 21
  1. Name of Reporting Person:
G. Stacy Smith		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
774,194
6. Shared Voting Power:
0
7. Sole Dispositive Power:
774,194
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
774,194
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
8.1%
  12.Type of Reporting Person:
HC/IN

 

 

             
13G
CUSIP No. 685924102 Page 14 of 21
  1. Name of Reporting Person:
Patrick P. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
129,032
6. Shared Voting Power:
0
7. Sole Dispositive Power:
129,032
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
129,032
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.3%
  12.Type of Reporting Person:
HC/IN

 

 

             
13G
CUSIP No. 685924102 Page 15 of 21
  1. Name of Reporting Person:
Steven R. Becker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
96,774
6. Shared Voting Power:
0
7. Sole Dispositive Power:
96,774
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
96,774
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.0%
  12.Type of Reporting Person:
IN

 

 

CUSIP No. 685924102   Page 16 of 21

     This Schedule 13G relates to the common shares (“Common Stock”) of Orion Acquisition Corp. II acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”), and (iii) Steven R. Becker. WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”). WSC Management is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”). WSVM is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker, G. Stacy Smith and Patrick P. Walker on investment strategies from time to time. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

     
Item 1(a)
  Name of Issuer:
 
    
  Orion Acquisition Corp. II
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices:
 
    
  501 Second Street
Suite 111
San Francisco, California 94107
 
    
Item 2(a)
  Names of Persons Filing:
 
    
  See Item 1 of each cover page.
 
    
Item 2(b)
  Address of Principal Business Offices:
 
    
  300 Crescent Court, Suite 880
Dallas, Texas 75201
 
    
Item 2(c)
  Citizenship:
 
    
  See Item 4 of each cover page.
 
    
Item 2(d)
  Title of Class of Securities:
 
    
  Common Shares

 

 

CUSIP No. 685924102   Page 17 of 21
         
Item 2(e)
   CUSIP Number:
 
        
 
   685924102
 
        
Item 3
   Status of Persons Filing:
 
        
  (a)   o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b)   o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c)   o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d)   o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e)   o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)   o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g)   o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)   o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)   o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j)   o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
        
Item 4
   Ownership:
 
        
  (a)   Reid S. Walker and G. Stacy Smith are the beneficial owners of 774,194 shares of Common Stock, which includes (i) 645,162 shares of Common Stock beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and (ii) 129,032 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
        
      Patrick P. Walker is the beneficial owner of 129,032 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
        
      Steven R. Becker is the beneficial owner of 96,774 shares of Common Stock. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker, G. Stacy Smith and Patrick P. Walker on investment strategies from time to time.
 
        
      WS Capital and WSC Management are the beneficial owners of 645,162 shares of Common Stock, which includes (i) 54,258 shares of Common Stock beneficially owned by WSC, (ii) 257,420 shares of Common Stock beneficially owned by WSCQP and (iii) 333,484 shares of Common Stock beneficially owned by WS International.
 
        
      WSV and WSVM are the beneficial owners of 129,032 shares of Common Stock, which includes (i) 36,000 shares of Common Stock beneficially owned by WSO, (ii) 44,322 shares of Common Stock beneficially owned by WSOQP and (iii) 48,710 shares of Common Stock beneficially owned by WSO International.

 

 

CUSIP No. 685924102   Page 18 of 21
             
 
   (b)   Percent of class:
 
            
 
       See Item 11 of each cover page.
 
            
 
   (c)   Number of shares as to which each person has:
 
            
      (i)   sole power to vote or to direct the vote:
 
            
          See Item 5 of each cover page.
 
            
      (ii)   shared power to vote or to direct the vote:
 
            
          See Item 6 of each cover page.
 
            
      (iii)   sole power to dispose or to direct the disposition of:
 
            
          See Item 7 of each cover page.
 
            
      (iv)   shared power to dispose or to direct the disposition of:
 
            
          See Item 8 of each cover page.
 
            
Item 5
   Ownership of 5% or Less of a Class:
 
            
 
   Not applicable.
 
            
Item 6
   Ownership of More than 5% on Behalf of Another Person:
 
            
 
   Not applicable.
 
            
Item 7
   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
            
 
   WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients.
 
            
 
   WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSV’s clients.

 

 

CUSIP No. 685924102   Page 19 of 21
     
Item 8
  Identification and Classification of Members of the Group:
 
    
  Not applicable.
 
    
Item 9
  Notice of Dissolution of Group:
 
    
  Not applicable.
 
    
Item 10
  Certification:
 
    
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 685924102   Page 20 of 21

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.

Date: December 23, 2004

     
WS CAPITAL, L.L.C.
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS CAPITAL MANAGEMENT, L.P.
 
    
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WALKER SMITH CAPITAL, L.P.
 
    
By:
  WS Capital Management, L.P., its general partner
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WALKER SMITH CAPITAL (Q.P.), L.P.
 
    
By:
  WS Capital Management, L.P., its general partner
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WALKER SMITH INTERNATIONAL FUND, LTD.
 
    
By:
  WS Capital Management, L.P., its agent and attorney-in-fact
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member

 

CUSIP No. 685924102   Page 21 of 21
     
WSV MANAGEMENT, L.L.C.
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS VENTURES MANAGEMENT, L.P.
 
    
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS OPPORTUNITY FUND, L.P.
 
    
By:
  WS Ventures Management, L.P., its general partner
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS OPPORTUNITY FUND (Q.P.), L.P.
 
    
By:
  WS Ventures Management, L.P., its general partner
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS OPPORTUNITY FUND INTERNATIONAL, LTD.
 
    
By:
  WS Ventures Management, L.P., its agent and attorney-in-fact
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
/s/ Reid S. Walker
 
REID S. WALKER
 
    
/s/ G. Stacy Smith
 
G. STACY SMITH
 
    
/s/ Patrick P. Walker
 
PATRICK P. WALKER
 
    
/s/ Steven R. Becker
 
STEVEN R. BECKER

 

 

EXHIBITS

     
Exhibit 1
  Joint Filing Agreement, dated December 23, 2004, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., WSV Management, L.L.C., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (Q.P.), L.P., WS Opportunity Fund International, Ltd., Reid S. Walker, G. Stacy Smith, Patrick P. Walker and Steven R. Becker.

 

EX-99.1 2 d21171exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common shares of Orion Acquisition Corp. II and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 23, 2004.

     
WS CAPITAL, L.L.C.
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS CAPITAL MANAGEMENT, L.P.
 
    
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WALKER SMITH CAPITAL, L.P.
 
    
By:
  WS Capital Management, L.P., its general partner
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WALKER SMITH CAPITAL (Q.P.), L.P.
 
    
By:
  WS Capital Management, L.P., its general partner
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WALKER SMITH INTERNATIONAL FUND, LTD.
 
    
By:
  WS Capital Management, L.P., its agent and attorney-in-fact
By:
  WS Capital, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WSV MANAGEMENT, L.L.C.
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member

 

 

     
WS VENTURES MANAGEMENT, L.P.
 
    
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS OPPORTUNITY FUND, L.P.
 
    
By:
  WS Ventures Management, L.P., its general partner
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS OPPORTUNITY FUND (Q.P.), L.P.
 
    
By:
  WS Ventures Management, L.P., its general partner
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
WS OPPORTUNITY FUND INTERNATIONAL, LTD.
 
    
By:
  WS Ventures Management, L.P., its agent and attorney-in-fact
By:
  WSV Management, L.L.C., its general partner
 
    
By:
  /s/ Reid S. Walker
 
 
  Reid S. Walker, Member
 
    
/s/ Reid S. Walker
 
REID S. WALKER
 
    
/s/ G. Stacy Smith
 
G. STACY SMITH
 
    
/s/ Patrick P. Walker
 
PATRICK P. WALKER
 
    
/s/ Steven R. Becker
 
STEVEN R. BECKER

 

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