-----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, BBt+oL7jv+ZcR4Kfxwdj29hpj0XbtxDy6SDqhBwpPCuQ/XxWW2llh7zPxfzdYaCa HIliaGymP9kcKRwazcAzOw== 0000921895-09-000754.txt : 20090317 0000921895-09-000754.hdr.sgml : 20090317 20090317111309 ACCESSION NUMBER: 0000921895-09-000754 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090317 DATE AS OF CHANGE: 20090317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHARLOTTE RUSSE HOLDING INC CENTRAL INDEX KEY: 0001092006 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 330724325 FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58247 FILM NUMBER: 09686837 BUSINESS ADDRESS: STREET 1: 4645 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 8585871500 MAIL ADDRESS: STREET 1: 4645 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KarpReilly Capital Partners, L.P. CENTRAL INDEX KEY: 0001450137 IRS NUMBER: 061839300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1208 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 104 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-504-9900 MAIL ADDRESS: STREET 1: 104 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 sc13da307602002_03132009.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da307602002_03132009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Charlotte Russe Holding, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

161048103
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 13, 2009
(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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 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).
 
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
KARPREILLY 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
 
1,612,203
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,612,203
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,612,2031
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.68%
14
TYPE OF REPORTING PERSON
 
PN

1 See Item 5.

2
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
KARPREILLY GP I, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
NA
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
 
1,612,203
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,612,203
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,612,2031
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.68%
14
TYPE OF REPORTING PERSON
 
OO - Limited Liability Company
 
3
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
ALLAN W. KARP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
201,274
8
SHARED VOTING POWER
 
1,612,203
9
SOLE DISPOSITIVE POWER
 
201,274
10
SHARED DISPOSITIVE POWER
 
1,612,203
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,813,4771
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.64%
14
TYPE OF REPORTING PERSON
 
IN
 
4
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
CHRISTOPHER K. REILLY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
3,641
8
SHARED VOTING POWER
 
1,612,203
9
SOLE DISPOSITIVE POWER
 
3,641
10
SHARED DISPOSITIVE POWER
 
1,612,203
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,8441
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.69%
14
TYPE OF REPORTING PERSON
 
IN
 
5
CUSIP NO. 161048103
 
 
 
 
1
NAME OF REPORTING PERSON
 
GABRIEL BITTON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
50,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
50,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
50,0001
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
 
8
CUSIP NO. 161048103
 
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned.  This Amendment No. 3 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended to add the following:
 
In acquiring the 1,612,203 Common Shares owned by KarpReilly LP, KarpReilly LP expended approximately $12,918,765 (excluding commissions) of its general funds.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On March 13, 2009, the Reporting Persons filed preliminary proxy materials in connection with the nomination of Messrs. Karp, Shaked and Bitton for election to the Board of Directors of the Issuer at the Issuer’s 2009 annual meeting of stockholders.  In the preliminary proxy materials, KarpReilly LP stated that it will not be a participant as a potential buyer in the sale process that has been initiated by the Issuer.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a), (b) Based upon the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on February 2, 2009, there were 20,999,870 Common Shares issued and outstanding as of January 27, 2009.  The 1,612,203 Common Shares beneficially owned by KarpReilly LP (the “KarpReilly LP Shares”) represent approximately 7.68% of the Common Shares issued and outstanding.  The 1,612,203 Common Shares beneficially owned by KarpReilly GP represent approximately 7.68% of the Common Shares issued and outstanding.  The 1,813,477 Common Shares beneficially owned by Allan Karp (the “Allan Karp Shares”) represent approximately 8.64% of the Common Shares issued and outstanding.  1,500 of the Allan Karp Shares are held in trust for certain family members.  The 1,615,844 Common Shares beneficially owned by Christopher Reilly (the “Christopher Reilly Shares”) represent approximately 7.69% of the Common Shares issued and outstanding.  The 1,085 Common Shares beneficially owned by William Logan (the “William Logan Shares”) represent less than one percent of the Common Shares issued and outstanding.  An additional 100 Common Shares are owned by an employee of KarpReilly LLC, but KarpReilly LP expressly disclaims any agreement to act together with such employee for the purpose of acquiring, holding, voting or disposing of such equity securities of the Issuer.
 
Mr. Bitton directly owns 50,000 Common Shares (the “Gabriel Bitton Shares”).  Mr. Shaked does not own any Common Shares directly.
 
Collectively, the Reporting Persons beneficially own 1,868,203 Common Shares, constituting approximately 8.90% of all of the outstanding Common Shares.
 
KarpReilly LP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the KarpReilly LP Shares.
 
KarpReilly GP, as general partner of KarpReilly LP, has the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the KarpReilly LP Shares.
 
9
CUSIP NO. 161048103
 
By virtue of Allan Karp and Christopher Reilly’s positions as the managers of KarpReilly GP, which is the general partner of KarpReilly LP, Allan Karp and Christopher Reilly may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the KarpReilly LP Shares.
 
Allan Karp has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Allan Karp Shares.
 
Christopher Reilly has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Christopher Reilly Shares.
 
William Logan has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the William Logan Shares.
 
KarpReilly GP does not own any Common Shares directly.
 
Mr. Bitton has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Gabriel Bitton Shares.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Common Shares beneficially owned in the aggregate by the other members of the group reported herein.  Each Reporting Person disclaims beneficial ownership of such Common Shares, except that KarpReilly GP, Allan Karp and Christopher Reilly do not disclaim beneficial ownership of the KarpReilly LP Shares.
 
As of the date hereof, no Reporting Person owns any Common Shares other than those set forth in this Item 5.
 
(c)           The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A.  All such transactions were effected in open market transactions with brokers, except where indicated.
 
(d)           The family members for whom the 1,500 Allan Karp Shares are held in trust have the joint right to receive or the power to direct, along with Allan Karp, the receipt of dividends from, or the proceeds from the sale of, such Common Shares. Other than such Allan Karp family members with respect to such Allan Karp Shares, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares set forth above.
 
(e)           Not applicable.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to include the following exhibit:
 
 
Exhibit 99.1
Powers of attorney.

10
CUSIP NO. 161048103
 
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.
 
Dated: March 16, 2009
 
 
KARPREILLY CAPITAL PARTNERS, L.P.
   
 
By:
KarpReilly GP I, LLC, its general partner
     
 
By:
/s/ Allan W. Karp
   
Name:
Allan W. Karp
   
Title:
Manager


 
KARPREILLY GP I, LLC
   
 
By:
/s/ Allan W. Karp
   
Name:
Allan W. Karp
   
Title:
Manager


 
/s/ Allan W. Karp
 
ALLAN W. KARP, Individually and as attorney-in-fact for Christopher K. Reilly, Hezy Shaked and Gabriel Bitton


 
/s/ William P. Logan
 
WILLIAM P. LOGAN
 
11
CUSIP NO. 161048103
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

KARPREILLY CAPITAL PARTNERS, L.P.
 
9,083
  
5.2275
03/09/2009

KARPREILLY GP I, LLC
None

ALLAN W. KARP
None

CHRISTOPHER K. REILLY
None

WILLIAM P. LOGAN
None

HEZY SHAKED
None

GABRIEL BITTON
None

12
 
 
 
 
 EX-99.1 2 ex991to13da307602002_031309.htm POWERS OF ATTORNEY ex991to13da307602002_031309.htm
Exhibit 99.1
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Allan W. Karp and William P. Logan, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Charlotte Russe Holding, Inc. (the “Company”) directly or indirectly beneficially owned by the undersigned or KarpReilly Capital Partners, L.P., or any of its affiliates (collectively, the “KarpReilly Group”), and (ii) any proxy solicitation of the KarpReilly Group to elect the KarpReilly Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned that certain Amendment No. 3 to the Schedule 13D dated March 16, 2009, and any amendments thereto, filed by the KarpReilly Group under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation; and
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file any such document or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the KarpReilly Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of March 2009.
 
 
/s/ Christopher K. Reilly
 
CHRISTOPHER K. REILLY

 
LIMITED POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Allan W. Karp and William P. Logan, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with filing forms with the United States Securities and Exchange Commission and any stock exchange or similar authority for (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Charlotte Russe Holding, Inc. (the “Company”) directly or indirectly beneficially owned by the undersigned or KarpReilly Capital Partners, L.P., or any of its affiliates (collectively, the “KarpReilly Group”), and (but excluding any power to dispose or to direct the disposition of said securities) (ii) any proxy solicitation of the KarpReilly Group to elect the KarpReilly Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned that certain Amendment No. 3 to the Schedule 13D dated March 16, 2009, and any amendments thereto, filed by the KarpReilly Group under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation; and
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file any such document or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the KarpReilly Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of March 2009.
 
  /s/ Gabriel Bitton 
 
GABRIEL BITTON


 
LIMITED POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Allan W. Karp and William P. Logan, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with filing forms with the United States Securities and Exchange Commission and any stock exchange or similar authority for (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Charlotte Russe Holding, Inc. (the “Company”) directly or indirectly beneficially owned by the undersigned or KarpReilly Capital Partners, L.P., or any of its affiliates (collectively, the “KarpReilly Group”), and (ii) any proxy solicitation of the KarpReilly Group to elect the KarpReilly Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned that certain Amendment No. 3 to the Schedule 13D dated March 16, 2009, and any amendments thereto, filed by the KarpReilly Group under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation; and
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file any such document or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the KarpReilly Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of March 2009.
 
 
/s/ Hezy Shaked
 
HEZY SHAKED

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