CUSIP No. 883375107
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Public Fund, L.P.
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(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)
OO
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
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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
|
7
|
SOLE VOTING POWER
2,198,744
|
||
8
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SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
2,198,744
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,198,744
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.08%
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|||
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 883375107
|
Page 3 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper HF Investors II, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
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
2,198,744
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
2,198,744
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,198,744
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.08%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 883375107
|
Page 4 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Investment Company, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
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
2,198,744
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
2,198,744
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,198,744
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.08%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 883375107
|
Page 5 of 9 Pages
|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alexis P. Michas
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
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
2,198,744*
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
2,198,744*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,198,744*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.08%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 883375107
|
Page 6 of 9 Pages
|
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John A. Bartholdson
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
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
2,198,744
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
2,198,744
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,198,744
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.08%
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1.
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Security and Issuer.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit B:
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Joint Filing Agreement (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission on March 5, 2012)
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Exhibit C: | Letter, dated May 10, 2013, from Juniper Investment Company, LLC to Members of the Board of Directors of Theragenics Corporation |
Exhibit D: | Letter, dated May 12, 2013, from Juniper Investment Company, LLC to Members of the Board of Directors of Theragenics Corporation |
JUNIPER PUBLIC FUND, L.P. | |||
By: JUNIPER HF INVESTORS II, LLC, its General Partner | |||
By: | /s/ Alexis P. Michas | ||
Name: | Alexis P. Michas | ||
Title: | Managing Member | ||
JUNIPER HF INVESTORS II, LLC
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By: | /s/ Alexis P. Michas | ||
Name: | Alexis P. Michas | ||
Title: | Managing Member | ||
JUNIPER INVESTMENT COMPANY, LLC
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By: | /s/ Alexis P. Michas | ||
Name: | Alexis P. Michas | ||
Title: | Managing Member | ||
By: | /s/ Alexis P. Michas | ||
ALEXIS P. MICHAS
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By: | /s/ John A. Bartholdson | ||
JOHN A. BARTHOLDSON
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Juniper Investment Company, LLC
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JUNIPER INVESTMENT COMPANY
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600 Madison Avenue
New York, New York 10022
212 339 8500
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May 10, 2013
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i.
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satisfactory completion of our due diligence review of the Company;
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ii.
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the receipt of financing for the transaction; and
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iii.
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the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions.
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Juniper Investment Company
600 Madison Avenue, 16th Floor
New York, NY 10022
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Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
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Alexis P. Michas
Managing Partner
Telephone: 212 339 8508
Mobile: 917 992 7792
E-mail: apm@juniperfunds.com
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Eliza W. Swann
Partner
Telephone: 212 848 8073
E-mail: eswann@shearman.com
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John A. Bartholdson
Partner
Telephone: 212 339 8542
Mobile: 917 796 8190
E-mail: jab@juniperfunds.com
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JUNIPER INVESTMENT COMPANY, LLC | ||||
By: | /s/ Alexis P. Michas | |||
Name: | Alexis P. Michas | |||
Title: | Managing Member | |||
Accepted and Agreed as of
This __ day of May 2013
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THERAGENICS CORPORATION | |||
By: | |||
Name: | |||
Title: | |||
Juniper Investment Company, LLC
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JUNIPER INVESTMENT COMPANY
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600 Madison Avenue
New York, New York 10022
212 339 8500
|
May 12, 2013 |
i.
|
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satisfactory completion of our due diligence review of the Company;
|
ii.
|
|
the receipt of financing for the transaction; and
|
iii.
|
|
the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions.
|
Juniper Investment Company
600 Madison Avenue, 16th Floor
New York, NY 10022
|
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
|
Alexis P. Michas
Managing Partner
Telephone: 212 339 8508
Mobile: 917 992 7792
E-mail: apm@juniperfunds.com
|
Eliza W. Swann
Partner
Telephone: 212 848 8073
E-mail: eswann@shearman.com
|
John A. Bartholdson
Partner
Telephone: 212 339 8542
Mobile: 917 796 8190
E-mail: jab@juniperfunds.com
|
JUNIPER INVESTMENT COMPANY, LLC | ||||
By: | /s/ John A. Bartholdson | |||
Name: | John A. Bartholdson | |||
Title: | Managing Member | |||
Accepted and Agreed as of
This 12th day of May 2013
|
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THERAGENICS CORPORATION | |||
By: | /s/ M. Christine Jacobs | ||
Name: | M. Christine Jacobs | ||
Title: | Chairman, CEO and President | ||