DFAN14A 1 v206935_dfan14a.htm Unassociated Document
 
SCHEDULE 14A
 
(RULE 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
   
Filed by the Registrant:
 
Filed by a Party other than the Registrant:   x

   
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
x
Soliciting Material Under Rule 14a-12

 
IMMERSION CORPORATION

(Name of Registrant as Specified in its Charter)

DIALECTIC CAPITAL PARTNERS, LP

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

     
Payment of Filing Fee (Check the appropriate box)
x
No fee required.
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4)
Proposed maximum aggregate value of transaction:
 
(5)
Total fee paid:
 
Fee paid previously with preliminary materials.
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
(2)
Form, Schedule or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date Filed:



 
Dialectic Capital Partners, LP (“Dialectic”), a stockholder of Immersion Corporation (the “Company”), for itself and on behalf of its affiliates, Dialectic Capital Management, LLC, Dialectic Offshore, Ltd., Dialectic Antithesis Partners, LP, Dialectic Antithesis Offshore, Ltd., Dialectic Offshore L2, Ltd., John Fichthorn and Luke Fichthorn, currently intends to file a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with a proxy solicitation seeking to elect two director candidates at the Company’s 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”).

On December 30, 2010, Dialectic sent a letter to the Company (the “Letter”) submitting to the Company notice of its intent to nominate two nominees for election as directors of the Company at the 2011 Annual Meeting.  Attached hereto as “Exhibit A” is a copy of the Letter.

Important Information

DIALECTIC ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND ANY OTHER SOLICITATION MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH SOLICITATION MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.

Certain Information Concerning Dialectic

Dialectic and its affiliates may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2011 Annual Meeting. As of the date of this filing, Dialectic and its affiliates beneficially own 948,261 shares of the Company’s common stock.

Contact:

John Fichthorn
Dialectic Capital Partners, LP
(212) 230-3220
 

EXHIBIT A



DIALECTIC CAPITAL PARTNERS, LP
875 Third Avenue, 15th Floor
New York, New York 10022

December 30, 2010


 
VIA EMAIL, FACSIMILE, FEDERAL EXPRESS AND
 
UNITED STATES FIRST CLASS MAIL

Immersion Corporation
801 Fox Lane
San Jose, California 95131
Attn: Corporate Secretary


 
Re:
Notice of Intention to Nominate Individuals for Election as Directors at the 2011 Annual Meeting of Stockholders of Immersion Corporation

Dear Sir or Madam:

The undersigned stockholder, Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners” or the “Nominating Stockholder”), a stockholder of record of 1,000 shares of  common stock, $0.001 par value per share (the “Shares”) and with its affiliates the beneficial owner of an additional 947,261 of the Shares of Immersion Corporation (the “Company”), hereby furnishes notice to the Company of Dialectic Capital Partners’ intention to nominate the two persons named in Annex I hereto (the “Nominees”) for election as directors at the Company’s 2011 Annual Meeting of Stockholders (including any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”), or any other meeting of stockholders held or any actions taken without a meeting in lieu thereof.

Information in Support of Director Nominations

Annex I to this letter presents as to each of the two persons whom Dialectic Capital Partners proposes to nominate for election as a director of the Company:

 
(a) 
the name, age and business address of that person;
 
(b) 
the principal occupation or employment of that person;
 
(c)
the class and number of shares of the Company that are beneficially owned by that person on the date of this letter; and
 
(d)
all other information required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required with respect to the nominees, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 


 
Except as specifically set forth on the Annexes hereto, there is no other information with respect to the nominees which would be required to be disclosed pursuant to Regulation 14A under the Exchange Act.

Each of the Nominees has consented in writing to being named in the proxy statement to be used in the solicitation of proxies by Dialectic Capital Partners and to serve as a director of the Company if elected. Copies of such consents are attached hereto as Annex II.

If this notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any individual Nominee, or if any individual Nominee shall be unable to serve for any reason, Dialectic Capital Partners reserves the right to select a replacement Nominee and this notice shall continue to be effective with respect to the remaining Nominees and as to any replacement Nominees selected by Dialectic Capital Partners. In the event the Company purports to increase the number of directorships pursuant to its bylaws, Dialectic Capital Partners reserves the right to nominate additional persons as directors to fill any vacancies created by the increase and this notice shall continue to be effective with respect to the Nominees identified on Annex I hereto and any additional Nominees selected by Dialectic Capital Partners.  Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Dialectic Capital Partners that any attempt to increase the number of directorships constitutes an unlawful manipulation of the Company’s corporate machinery.

Information Regarding Dialectic Capital Partners and its Affiliates

The address of Dialectic Capital Partners as it believes it appears on the Company’s books is 875 Third Avenue, 15th Floor, New York, NY 10022.  Dialectic Capital Partners hereby represents that it is a holder of record of 1,000 Shares entitled to vote at the Annual Meeting and that it intends to appear in person (through its representative) or by proxy at the Annual Meeting to nominate the Nominees.

Dialectic Capital Partners is also the beneficial owner of another 110,729 Shares held in street name.  In addition, certain affiliates of Dialectic Capital Partners are the beneficial owners of an additional 836,532 Shares.  Such ownership interests, and the relationship between Dialectic Capital Partners and its affiliates, are set forth on Annex III hereto.

Dialectic Capital Partners reserves the right, consistent with the requirements of applicable law and the bylaws of the Company, to submit additional proposals or different proposals at the Annual Meeting.  Dialectic Capital Partners also reserves the right to challenge any action that may be taken by the Company, including any amendment to the Company’s certificate of incorporation or bylaws that would have the effect of preventing Dialectic Capital Partners from nominating the Nominees.
 
Please address any correspondence to the Nominating Stockholder, Attention: John Fichthorn, telephone (212) 230-3220, facsimile (212) 980-2635 (with a copy to our counsel, Kane Kessler, P.C., 1350 Avenue of the Americas, New York, New York 10019, Attention: Jeffrey Tullman, Esq., telephone (212) 519-5101, facsimile (212) 245-3009).
 


 
Dialectic Capital Partners, in furnishing the notice described above, does not concede the validity or enforceability of the provisions of the Company’s bylaws that limit the right of any stockholders to present business for consideration at any meeting of stockholders, and expressly reserves the right to challenge the validity, application and interpretation of any such provisions.




 
Sincerely,
 
       
 
Dialectic Capital Partners, LP
       
 
By: Dialectic Capital, LLC, its general partner
       
       
       
 
By:
/s/ John Fichthorn
 
   
John Fichthorn
 
   
Managing Member
 
 
 
By:
/s/ Luke Fichthorn
 
   
Luke Fichthorn
 
   
Managing Member




 
ANNEX I
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

INFORMATION REGARDING THE NOMINEES

The following table sets forth for each nominee named below (i) the name, age, and business address of such person, and (ii) the principal occupation or employment and five-year business history of such person, including all directorships held in other public companies or investment companies.  None of the Nominees’ principal occupation or employment during the past five years is or has been with a corporation or organization which is a parent, subsidiary or other affiliate of the Company.  None of the Nominees holds or has ever held any position, directorship or office with the Company.  We believe that each of the Nominees is “independent” in accordance with the applicable listing standards of the Nasdaq Stock Market as currently in effect.  Each Nominee is a citizen of the United States of America.

Name, Age and Business Address
Present Principal Occupation or Employment and Business Experience and Directorships During Last Five Years
Kenneth Potashner
 
Age:  53
 
Business Address:
6603 Calle Ponte Bella
Rancho Santa Fe, CA  92091
 
Kenneth Potashner has served as Chairman of the Board of Newport Corporation, a leading global supplier of advanced-technology products and systems, since September 2007 and as member of its Board of Directors since 1998.  Since May 2003, Mr. Potashner has been an independent investor.  He served as a director of California Micro Devices from September 2009 until the company’s sale in February 2010. From 1996 to May 2003, he was Chairman of the Board of Directors of Maxwell Technologies, Inc., a manufacturer of ultracapacitors, microelectronics, power systems and high voltage capacitors.  He also served as President and Chief Executive Officer of Maxwell Technologies from 1996 to October 1998.  From November 1998 to August 2002, Mr. Potashner was President, Chief Executive Officer and Chairman of SONICblue Incorporated (formerly S3 Incorporated), a supplier of digital media appliances and services. Mr. Potashner was Executive Vice President and General Manager of Disk Drive Operations for Conner Peripherals, a manufacturer of storage systems, from 1994 to 1996.  From 1991 to 1994, he was Vice President of Worldwide Product Engineering for Quantum Corporation, a manufacturer of disk drives.  From 1981 to 1991, he held various engineering management positions with Digital Equipment Corporation, a manufacturer of computers and peripherals, culminating with the position of Vice President of Worldwide Product Engineering in 1991.  Mr. Potashner also serves on the Board of Directors of Applied Solar, Inc.   Mr. Potashner holds a B.S.E.E. from Lafayette College and an M.S.E.E. from Southern Methodist University.
John Fichthorn
 
Age: 37
 
Business Address:
875 Third Avenue, 15th  Floor
New York, New York 10022
 
 
Mr. Fichthorn is a co-founder of Dialectic Capital Management, LLC, an investment management firm, and has been a portfolio manager of the firm since 2003.  He served as a director of California Micro Devices from September 2009 until the company’s sale in February 2010. From 2000 to 2003, he was employed by Maverick Capital, most recently as Managing Director of the technology group.  From 1999 to 2000, he was an analyst at Alliance Capital working as a dedicated short-seller across multiple hedge fund products and as a member of the technology team.  From 1997 to 1999, he was an analyst at Quilcap Corporation, a short biased hedge fund where he covered all sectors, with a focus on technology.  From 1995 to 1997, Mr. Fichthorn worked at Ganek & Orwicz Partners where his responsibilities included small cap research, international closed-end fund arbitrage and operations.  After graduating from college, he briefly worked at Aviation Week and Space Technology.  Mr. Fichthorn holds a B.A. in Astronomy from the University of North Carolina at Chapel Hill.
 



The Nominating Stockholder believes Mr. Potashner’s extensive operational experience in the technology industry, including as Chairman of Newport Corporation, a Nasdaq listed company with a market capitalization of approximately $650 million, his extensive mergers and acquisitions experience, and his ongoing role as an active technology investor will give him unique insight into the Company’s needs, challenges and strategic opportunities, making him well qualified to serve as a director in light of the Company’s business, strategy and structure.  The Nominating Stockholder believes Mr. Fichthorn’s board experience, extensive knowledge of the capital markets, his ongoing role as an active technology investor and broad network of contacts across the technology sector will give him different perspective and insight into the Company’s needs, challenges and strategic opportunities, making him well qualified to serve as a director in light of the Company’s business and capital structure.  In addition, Mr. Potashner and Mr. Fichthorn, as directors of California Micro Devices, were able to leverage their extensive skills and experience in the technology sector to maximize stockholder value by leading the sale of the company for $108 million in cash, which represented a premium of approximately 53% to the previous day’s closing price for the company’s common stock.

Except as set forth herein, as of the date of this letter Mr. Potashner and Mr. Fichthorn do not beneficially own any Shares of the Company and there have been no purchases or sales of Shares of the Company effected within the past two years by or on their behalf.
 
There are no material proceedings to which Dialectic Capital Partners or the Nominees or any associate of Dialectic Capital Partners or the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.  With respect to each of Dialectic Capital Partners, the Nominees, or any associate of Dialectic Capital Partners or the Nominees, none of the events enumerated in Item 401(f)(1)-(6) of Regulation S-K of the Securities Act of 1933, as amended, has occurred during the past ten years.
 
 

 
As of the date of this letter, neither Dialectic Capital Partners nor any Nominee, nor any associate of Dialectic Capital Partners nor any Nominee is believed to have any interest in the matters to be voted upon at the 2011 Annual Meeting, other than an interest, if any, as a stockholder of the Company or, with respect to the Nominees, as a nominee for director.  Neither of the Nominees has any family relationship with any director or executive officer of the Company, or any other Nominee.
 
Except as otherwise described herein, neither Dialectic Capital Partners, nor any Nominee nor any associate of Dialectic Capital Partners or any Nominee is now, or within the past year has been, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company (including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies).
 
Except as otherwise described herein, there are no arrangements or understandings between Dialectic Capital Partners and each Nominee and any other person or persons pursuant to which the nominations are to be made by Dialectic Capital Partners.
 
Except as otherwise described herein, neither Dialectic Capital Partners nor any Nominee, nor any associate of  Dialectic Capital Partners or any Nominee: (1) has engaged in or has a direct or indirect interest in any transaction or series of transactions since the beginning of the Company’s last fiscal year, or in any currently proposed transaction, to which the Company or any of its subsidiaries is a party where the amount involved was in excess of $120,000; (2) has borrowed any funds for the purpose of acquiring or holding any securities of the Company; (3) has any arrangement or understanding with any person regarding any future employment by the Company or its affiliates, or any future transaction to which the Company or any of its affiliates will or may be a party; or (4) is the beneficial or record owner of any securities of the Company or any parent or subsidiary thereof.
 
 

 

ANNEX II

 
 
 
 
 

 

 
Nominee’s Consent

 
The undersigned hereby consents to (i) being named as a nominee for election to the Board of Directors of Immersion Corporation (the “Company”) in any proxy statements relating to the Company’s 2011 Annual Meeting of Stockholders and any adjournment, postponements or reschedulings thereof, and (ii) to serve as a director of the Company if elected.
 



/s/ John Fichthorn
 
John Fichthorn
 








Nominee’s Consent

 
The undersigned hereby consents to (i) being named as a nominee for election to the Board of Directors of Immersion Corporation (the “Company”) in any proxy statements relating to the Company’s 2011 Annual Meeting of Stockholders and any adjournment, postponements or reschedulings thereof, and (ii) to serve as a director of the Company if elected.
 



/s/ Kenneth Potashner
 
Kenneth Potashner
 

 
 
 
 

 

ANNEX III

 
 
 
 
 
 
 
 
 
 

 

 
Identity of Affiliates of Dialectic Capital Partners, LP (“Dialectic Capital Partners”)

 
1.
Dialectic Offshore L2, Ltd. (“Offshore L2”)
 
2.
Dialectic Antithesis Offshore, Ltd. (“Antithesis Offshore”)
 
3.
Dialectic Antithesis Partners, LP (“Antithesis Partners”)
 
4.
Dialectic Offshore, Ltd. (“Offshore”)

Direct Beneficial Ownership by Dialectic Capital Partners and its Affiliates
 

 
Name
Number of Shares
Approximate Percentage
of Outstanding Shares(1)
Dialectic Capital Partners
 
111,729
0.40%
Offshore L2
 
215,350
0.76%
Antithesis Offshore
 
248,223
0.88%
Antithesis Partners
 
304,077
1.08%
Offshore
 
68,882
0.24%

(1)  Based upon 28,175,759 shares of common stock outstanding as of October 29, 2010, as set forth in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2010, filed with the Securities and Exchange Commission on November 5, 2010.


 
Relationship Between Dialectic Capital Partners and its Affiliates

John Fichthorn acts as a managing member of Dialectic Capital Management, LLC, (the “Investment Manager”) and, as a result, Mr. Fichthorn may be deemed to jointly control such entity. Accordingly, Mr. Fichthorn may be deemed to have a beneficial interest in the Shares by virtue of the Investment Manager’s role as investment manager to Dialectic Capital Partners, Offshore, Antithesis Partners, Antithesis Offshore, and Offshore L2, and the Investment Manager’s power to vote and/or dispose of the Shares. Mr. Fichthorn disclaims beneficial ownership of the Shares of the Company except to the extent of his respective pecuniary interest, if any, therein.
 







TRADING ACTIVITY OF DIALECTIC CAPITAL PARTNERS AND ITS AFFILIATES

 
The following table contains sets forth certain information with respect to all purchases and sales of the Shares effected within the past two years by Dialectic Capital Partners and its affiliates.

Holder
No. of Shares
 
Action
Date
 
Dialectic Capital Partners
19,443
 
Buy
4/2/2009
 
803
 
Buy
5/1/2009
 
2,869
 
Buy
7/1/2009
 
11,643
 
Sell
7/23/2009
 
1,001
 
Buy
8/3/2009
 
68
 
Buy
9/1/2009
 
1
 
Buy
10/1/2009
 
93
 
Buy
11/2/2009
 
142
 
Sell
12/1/2009
 
19,639
 
Buy
12/15/2009
 
23,369
 
Buy
12/16/2009
 
2,921
 
Buy
12/17/2009
 
3,699
 
Buy
1/4/2010
 
91,983
 
Buy
1/11/2010
 
6,220
 
Buy
1/15/2010
 
3,732
 
Buy
1/19/2010
 
3,732
 
Buy
1/20/2010
 
3,110
 
Buy
1/21/2010
 
8,086
 
Buy
1/22/2010
 
699
 
Buy
2/1/2010
 
2,719
 
Buy
2/5/2010
 
1,386
 
Buy
2/8/2010
 
4,768
 
Buy
2/9/2010
 
930
 
Buy
2/10/2010
 
7,152
 
Buy
2/10/2010
 
3,838
 
Buy
2/11/2010
 
7,152
 
Buy
2/18/2010
 
1,192
 
Buy
2/18/2010
 
69
 
Buy
3/1/2010
 
82
 
Buy
3/2/2010
 
88
 
Buy
3/2/2010
 
57
 
Buy
3/3/2010
 
57
 
Buy
3/4/2010
 
67
 
Buy
3/5/2010
 
345
 
Buy
3/8/2010
 
1,191
 
Sell
4/1/2010
 
496
 
Sell
5/3/2010
 
15,632
 
Buy
5/4/2010
 
2,630
 
Buy
5/7/2010
 
2,768
 
Buy
5/18/2010
 
169,844
 
Buy
5/18/2010
 
7,700
 
Buy
6/30/2010
 
3,301
 
Buy
7/1/2010
 
1,000
 
Buy
8/2/2010
 
4,380
 
Sell
8/6/2010
 
1,446
 
Buy
9/16/2010
 


 
Holder
No. of Shares
 
Action
Date
 
 
14
 
Buy
9/17/2010
 
251
 
Buy
9/21/2010
 
3,444
 
Buy
9/22/2010
 
1,948
 
Buy
9/23/2010
 
148
 
Buy
10/5/2010
 
52
 
Buy
10/14/2010
 
74
 
Buy
10/19/2010
 
1,472
 
Buy
10/20/2010
 
46
 
Buy
10/21/2010
 
4
 
Buy
10/26/2010
 
58
 
Buy
10/28/2010
 
1,216
 
Buy
10/28/2010
 
1,216
 
Buy
10/28/2010
 
6,434
 
Sell
11/4/2010
 
24,538
 
Sell
11/10/2010
 
24,538
 
Sell
11/10/2010
 
24,538
 
Sell
11/10/2010
 
67,481
 
Sell
11/10/2010
 
52,135
 
Sell
11/11/2010
 
35
 
Sell
11/11/2010
 
84
 
Buy
12/2/2010
 
11,872
 
Sell
12/14/2010
 
3,182
 
Sell
12/14/2010
 
2,967
 
Sell
12/14/2010
 
2,967
 
Sell
12/14/2010
 
8,903
 
Sell
12/14/2010
 
17,807
 
Sell
12/14/2010
 
35,614
 
Sell
12/14/2010
 
11,874
 
Sell
12/15/2010
 
11,849
 
Sell
12/15/2010
 
597
 
Buy
12/30/2010
Offshore L2
15,034
 
Buy
10/5/2010
 
5,303
 
Buy
10/14/2010
 
7,498
 
Buy
10/19/2010
 
149,072
 
Buy
10/20/2010
 
4,667
 
Buy
10/21/2010
 
494
 
Buy
10/26/2010
 
5,909
 
Buy
10/28/2010
 
123,077
 
Buy
10/28/2010
 
123,077
 
Buy
10/28/2010
 
685
 
Sell
11/4/2010
 
7,187
 
Sell
11/10/2010
 
2,613
 
Sell
11/10/2010
 
2,613
 
Sell
11/10/2010
 
2,613
 
Sell
11/10/2010
 
5,554
 
Sell
11/11/2010
 
68
 
Sell
11/11/2010
 
70
 
Buy
12/2/2010
 
22,033
 
Sell
12/14/2010
 
33,049
 
Sell
12/14/2010
 
5,904
 
Sell
12/14/2010
 
16,524
 
Sell
12/14/2010
 
5,508
 
Sell
12/14/2010
 
 

 
 

Holder
No. of Shares
 
Action
Date
 
 
5,509
 
Sell
12/14/2010
 
66,098
 
Sell
12/14/2010
 
22,034
 
Sell
12/15/2010
 
21,996
 
Sell
12/15/2010
 
1,137
 
Buy
12/30/2010
Antithesis Offshore
22,740
 
Buy
1/15/2010
 
13,644
 
Buy
1/19/2010
 
13,644
 
Buy
1/20/2010
 
11,369
 
Buy
1/21/2010
 
29,563
 
Buy
1/22/2010
 
1,673
 
Buy
2/1/2010
 
8,749
 
Buy
2/5/2010
 
4,462
 
Buy
2/8/2010
 
18,132
 
Buy
2/9/2010
 
3,535
 
Buy
2/10/2010
 
27,198
 
Buy
2/10/2010
 
14,597
 
Buy
2/11/2010
 
27,198
 
Buy
2/18/2010
 
4,533
 
Buy
2/18/2010
 
25,956
 
Sell
3/1/2010
 
1,313
 
Buy
3/8/2010
 
1,744
 
Buy
4/1/2010
 
1,876
 
Buy
5/3/2010
 
11,575
 
Buy
5/4/2010
 
6,851
 
Buy
5/7/2010
 
7,212
 
Buy
5/18/2010
 
442,526
 
Buy
5/18/2010
 
28,977
 
Sell
7/1/2010
 
9,420
 
Sell
8/6/2010
 
22,619
 
Buy
9/14/2010
 
8,508
 
Buy
9/15/2010
 
3,419
 
Buy
9/16/2010
 
33
 
Buy
9/17/2010
 
547
 
Buy
9/21/2010
 
7,494
 
Buy
9/22/2010
 
4,240
 
Buy
9/23/2010
 
86
 
Buy
10/5/2010
 
30
 
Buy
10/14/2010
 
43
 
Buy
10/19/2010
 
856
 
Buy
10/20/2010
 
26
 
Buy
10/21/2010
 
2
 
Buy
10/26/2010
 
707
 
Buy
10/28/2010
 
707
 
Buy
10/28/2010
 
33
 
Buy
10/28/2010
 
5,510
 
Sell
11/4/2010
 
21,015
 
Sell
11/10/2010
 
21,015
 
Sell
11/10/2010
 
21,015
 
Sell
11/10/2010
 
57,791
 
Sell
11/10/2010
 
79
 
Sell
11/11/2010
 
44,648
 
Sell
11/11/2010
 
 

 
 
Holder
No. of Shares
 
Action
Date
 
 
181
 
Buy
12/2/2010
 
26,758
 
Sell
12/14/2010
 
80,273
 
Sell
12/14/2010
 
40,137
 
Sell
12/14/2010
 
7,171
 
Sell
12/14/2010
 
6,689
 
Sell
12/14/2010
 
6,690
 
Sell
12/14/2010
 
20,068
 
Sell
12/14/2010
 
26,759
 
Sell
12/15/2010
 
26,791
 
Sell
12/15/2010
 
1,320
 
Buy
12/30/2010
Antithesis Partners
17,195
 
Buy
1/15/2010
 
10,317
 
Buy
1/19/2010
 
10,317
 
Buy
1/20/2010
 
8,598
 
Buy
1/21/2010
 
22,353
 
Buy
1/22/2010
 
2,127
 
Buy
2/1/2010
 
6,696
 
Buy
2/5/2010
 
3,415
 
Buy
2/8/2010
 
13,880
 
Buy
2/9/2010
 
2,707
 
Buy
2/10/2010
 
20,820
 
Buy
2/10/2010
 
11,173
 
Buy
2/11/2010
 
20,820
 
Buy
2/18/2010
 
3,470
 
Buy
2/18/2010
 
5,106
 
Buy
3/1/2010
 
6,585
 
Buy
3/2/2010
 
6,100
 
Buy
3/2/2010
 
4,236
 
Buy
3/3/2010
 
4,236
 
Buy
3/4/2010
 
5,022
 
Buy
3/5/2010
 
1,005
 
Buy
3/8/2010
 
4,116
 
Buy
4/1/2010
 
10,216
 
Buy
4/5/2010
 
8,283
 
Buy
5/3/2010
 
13,425
 
Buy
5/4/2010
 
7,944
 
Buy
5/7/2010
 
8,362
 
Buy
5/18/2010
 
513,090
 
Buy
5/18/2010
 
4,823
 
Sell
7/1/2010
 
4,300
 
Buy
7/2/2010
 
1,500
 
Buy
7/8/2010
 
8,500
 
Buy
7/9/2010
 
6,000
 
Buy
7/12/2010
 
27,043
 
Buy
7/16/2010
 
72,457
 
Buy
7/19/2010
 
7,888
 
Buy
8/2/2010
 
13,200
 
Sell
8/6/2010
 
7,217
 
Buy
9/14/2010
 
2,714
 
Buy
9/15/2010
 
4,396
 
Buy
9/16/2010
 
44
 
Buy
9/17/2010
 
739
 
Buy
9/21/2010
 
 
 

 
 

Holder
No. of Shares
 
Action
Date
 
 
10,113
 
Buy
9/22/2010
 
5,722
 
Buy
9/23/2010
 
14,068
 
Sell
10/5/2010
 
9,399
 
Sell
11/4/2010
 
35,833
 
Sell
11/10/2010
 
35,833
 
Sell
11/10/2010
 
35,833
 
Sell
11/10/2010
 
98,538
 
Sell
11/10/2010
 
76,119
 
Sell
11/11/2010
 
98
 
Sell
11/11/2010
 
34
 
Buy
12/2/2010
 
31,489
 
Sell
12/14/2010
 
7,874
 
Sell
12/14/2010
 
47,234
 
Sell
12/14/2010
 
94,470
 
Sell
12/14/2010
 
8,439
 
Sell
12/14/2010
 
23,619
 
Sell
12/14/2010
 
7,873
 
Sell
12/14/2010
 
31,484
 
Sell
12/15/2010
 
31,530
 
Sell
12/15/2010
 
1,552
 
Buy
12/30/2010
Offshore
10,557
 
Buy
4/2/2009
 
1,485
 
Buy
5/1/2009
 
105
 
Buy
7/1/2009
 
6,119
 
Sell
7/23/2009
 
455
 
Buy
8/3/2009
 
843
 
Buy
10/1/2009
 
1,565
 
Buy
12/1/2009
 
13,977
 
Buy
12/15/2009
 
16,631
 
Buy
12/16/2009
 
2,079
 
Buy
12/17/2009
 
2,921
 
Sell
1/4/2010
 
57,239
 
Buy
1/11/2010
 
3,845
 
Buy
1/15/2010
 
2,307
 
Buy
1/19/2010
 
2,307
 
Buy
1/20/2010
 
1,923
 
Buy
1/21/2010
 
4,998
 
Buy
1/22/2010
 
10,115
 
Buy
2/1/2010
 
1,836
 
Buy
2/5/2010
 
937
 
Buy
2/8/2010
 
3,220
 
Buy
2/9/2010
 
628
 
Buy
2/10/2010
 
4,830
 
Buy
2/10/2010
 
2,592
 
Buy
2/11/2010
 
4,830
 
Buy
2/18/2010
 
805
 
Buy
2/18/2010
 
853
 
Buy
3/1/2010
 
1,018
 
Buy
3/2/2010
 
1,099
 
Buy
3/2/2010
 
707
 
Buy
3/3/2010
 
707
 
Buy
3/4/2010
 
839
 
Buy
3/5/2010
 
 

 
 
Holder
No. of Shares
 
Action
Date
 
 
233
 
Buy
3/8/2010
 
1,840
 
Buy
4/1/2010
 
8,918
 
Buy
4/5/2010
 
32,704
 
Sell
5/3/2010
 
9,368
 
Buy
5/4/2010
 
1,575
 
Buy
5/7/2010
 
1,658
 
Buy
5/18/2010
 
101,734
 
Buy
5/18/2010
 
4,614
 
Buy
6/30/2010
 
28,830
 
Buy
7/1/2010
 
3,000
 
Sell
8/6/2010
 
944
 
Buy
9/16/2010
 
9
 
Buy
9/17/2010
 
164
 
Buy
9/21/2010
 
2,248
 
Buy
9/22/2010
 
1,271
 
Buy
9/23/2010
 
4,653
 
Sell
11/2/2010
 
4,196
 
Sell
11/4/2010
 
44,003
 
Sell
11/10/2010
 
16,001
 
Sell
11/10/2010
 
16,001
 
Sell
11/10/2010
 
16,001
 
Sell
11/10/2010
 
33,998
 
Sell
11/11/2010
 
22
 
Sell
11/11/2010
 
131
 
Buy
12/2/2010
 
7,848
 
Sell
12/14/2010
 
5,886
 
Sell
12/14/2010
 
23,545
 
Sell
12/14/2010
 
11,773
 
Sell
12/14/2010
 
2,104
 
Sell
12/14/2010
 
1,961
 
Sell
12/14/2010
 
1,962
 
Sell
12/14/2010
 
7,849
 
Sell
12/15/2010
 
7,834
 
Sell
12/15/2010
 
394
 
Buy
12/30/2010