0000921895-13-002171.txt : 20131107 0000921895-13-002171.hdr.sgml : 20131107 20131107171558 ACCESSION NUMBER: 0000921895-13-002171 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131107 DATE AS OF CHANGE: 20131107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLX TECHNOLOGY INC CENTRAL INDEX KEY: 0000850579 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943008334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56235 FILM NUMBER: 131201714 BUSINESS ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087749060 MAIL ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da708679006_11062013.htm sc13da708679006_11062013.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. 7)1

PLX Technology, Inc.
(Name of Issuer)

Common Stock, $0.001 per share
(Title of Class of Securities)

693417107
(CUSIP Number)
 
Paul J. Solit
Eric Singer
POTOMAC CAPITAL PARTNERS II, L.P.
825 Third Avenue, 33rd Floor
New York, New York 10022

With copies to:

Steve Wolosky, Esq.
OLSHAN FROME 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)

November 6, 2013
(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. 693417107
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL PARTNERS II, 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
 
3,282,212
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,282,212
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,282,212
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
POTOMAC CAPITAL MANAGEMENT II, 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
 
3,282,212
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,282,212
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,282,212
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 693417107
 
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
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
 
128,249
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
128,249
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
128,249
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
 
PN

 
4
 
CUSIP NO. 693417107
 
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
 
128,249
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
128,249
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
128,249
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
 
OO

 
5
 
CUSIP NO. 693417107
 
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
 
952,083
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
952,083
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
952,083
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 693417107
 
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
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
952,083
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
952,083
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
952,083
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 693417107
 
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
 
4,362,544
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,362,544
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,362,544
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.5%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 693417107
 
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
 
PF, 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
 
181,234
8
SHARED VOTING POWER
 
3,410,461
9
SOLE DISPOSITIVE POWER
 
181,234
10
SHARED DISPOSITIVE POWER
 
3,410,461
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,591,695
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.9%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
MARTIN COLOMBATTO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, 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
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
35,7001
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
35,700
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,700
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

1 Includes 13,100 Shares that are held in a trust of which Mr. Colombatto is a trustee and a beneficiary with his wife and 9,500 Shares that are held in trust for the benefit of his child who shares the same household.

 
10
 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
STEPHEN DOMENIK
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

 
11
 
CUSIP NO. 693417107
 
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).  This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
As disclosed in the Reporting Persons’ preliminary proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2013, the Reporting Persons had intended to solicit proxies for the election of Eric Singer, Martin Colombatto, Stephen Domenik, Mark Schwartz and Arthur Swift to the board of directors of the Issuer (the “Board”) at the 2013 annual meeting of the stockholders of the Issuer to be held on December 18, 2013 (the “2013 Annual Meeting”).  In connection with the Reporting Persons’ revised preliminary proxy statement filed with the SEC on November 7, 2013, the Reporting Persons are proceeding to seek the election of only Messrs. Singer, Colombatto and Domenik to the Board at the 2013 Annual Meeting.  As such, Messrs. Schwartz and Swift will no longer be members of the Section 13(d) group.  The remaining Reporting Persons will continue filing, as a group, statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.  Each of such remaining Reporting Persons is party to the Joint Filing and Solicitation Agreement, as amended, and as further described in Item 6.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated as follow:
 
The aggregate purchase price of the 3,282,212 Shares owned directly by PCP II is approximately $15,157,215, including brokerage commissions.  The Shares owned directly by PCP II were acquired with its working capital.
 
The aggregate purchase price of the 128,249 Shares owned directly by PCP III is approximately $550,921, including brokerage commissions.  The Shares owned directly by PCP III were acquired with its working capital.
 
The aggregate purchase price of the 952,083 Shares owned directly by PCP I is approximately $4,049,843, including brokerage commissions.  The Shares owned directly by PCP I were acquired with its working capital.
 
The aggregate purchase price for the 181,234 Shares owned directly by Mr. Singer is approximately $809,003, including brokerage commissions.  Such Shares were acquired with Mr. Singer’s personal funds.
 
The aggregate purchase price for the 13,100 Shares held directly by Mr. Colombatto is approximately $54,915, including brokerage commissions.  Such Shares were acquired with Mr. Colombatto’s personal funds.   The aggregate purchase price for the 13,100 Shares that are held in a trust of which Mr. Colombatto is a trustee and a beneficiary with his wife, is approximately $48,209, including brokerage commissions.  Such Shares were acquired with the trust’s working capital.  The aggregate purchase of the 9,500 shares which are held in a trust for the benefit of his child who shares the same household is approximately $40,939, including brokerage commissions.  Such Shares were acquired with the trust’s working capital.
 
PCP II, PCP III and PCP I each effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On October 28, 2013, the Reporting Persons filed with the SEC a preliminary proxy statement (the “Proxy Statement”) in connection with their solicitation of proxies for the election of director nominees to the Board at the 2013 Annual Meeting.  The Proxy Statement, as amended on October 29, 2013 and on November 7, 2013, discloses the Reporting Persons’ intention to solicit shareholder proxies for the election of three director nominees to the Board.  The Reporting Persons intend to continue to engage in communications with the management, the Board and stockholders of the Issuer regarding the 2013 Annual Meeting and the election of their nominees to the Board.
 
 
12
 
CUSIP NO. 693417107
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) - (c) is hereby amended and restated as follows:
 
(a)      The aggregate percentage of Shares reported owned by each Reporting Person is based upon 45,716,953 Shares outstanding, which is the total number of Shares outstanding as of November 4, 2013 as reported in the Issuer’s Revised Preliminary Proxy Statement on Schedule 14A filed with the SEC on November 5, 2013.

As of the close of business on November 6, 2013, PCP II beneficially owns 3,282,212 Shares, constituting approximately 7.2% of the Shares outstanding.  By virtue of their relationships with PCP II discussed in further detail in Item 2, each of Potomac Management II and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP II.

As of the close of business on November 6, 2013, PCP III beneficially owns 128,249 Shares, constituting less than 1% of the Shares outstanding.  By virtue of their relationships with PCP III discussed in further detail in Item 2, each of Potomac Management III and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP III.

As of the close of business on November 6, 2013, PCP I beneficially owned 952,083 Shares, constituting approximately 2.1% of the Shares outstanding.  By virtue of their relationships with PCP I discussed in further detail in Item 2, each of Potomac Management I and Mr. Solit may be deemed to beneficially own the Shares beneficially owned by PCP I.

As of the close of business on November 6, 2013, Mr. Singer directly owned 181,234 Shares, constituting less than 1% of the Shares outstanding.

As of the close of business on November 6, 2013, Mr. Colombatto directly owned 13,100 Shares, may be deemed to beneficially own 13,100 Shares that are held in a trust of which Mr. Colombatto is a trustee and a beneficiary with his wife, and may be deemed to beneficially own 9,500 shares which are held in a trust for his child who shares the same household, which in the aggregate constitute less than 1% of the Shares outstanding.

As a result of certain of the matters described in Item 4 in the Schedule 13D, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder by the SEC. The aggregate number of Shares that would be deemed beneficially owned collectively by the Reporting Persons as a group is 4,579,478, which represents approximately 10.0% of the Shares outstanding.

(b)           PCP II, Potomac Management II and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP II.  PCP III, Potomac Management III and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP III.  PCP I, Potomac Management I and Mr. Solit share the power to vote and dispose of the Shares beneficially owned by PCP I.  Mr. Singer has sole voting and dispositive power over the Shares he owns directly.  Mr. Colombatto has sole voting and dispositive power over the Shares he owns directly.
 
(c)           Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market, except as otherwise noted.
 
 
13
 
CUSIP NO. 693417107
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On November 7, 2013, the Reporting Persons entered into Amendment No. 1 to the Joint Filing and Solicitation Agreement.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Amendment No. 1 to the Joint Filing and Solicitation Agreement
 
 
14
 
CUSIP NO. 693417107
 
SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 7, 2013
POTOMAC CAPITAL PARTNERS II, L.P.
   
 
By:
Potomac Capital Management II, L.L.C.
   
General Partner
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Co-Managing Member


 
POTOMAC CAPITAL MANAGEMENT II, L.L.C.
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Co-Managing Member


 
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
 
 
15
 
CUSIP NO. 693417107

 
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
Individually and as Attorney-In-Fact for Martin Colombatto and Steve Domenik

 
/s/ Eric Singer
 
ERIC SINGER
 
 
16
 
CUSIP NO. 693417107
 
SCHEDULE A
Transactions in the Shares During the Past 60 Days

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

POTOMAC CAPITAL PARTNERS II, L.P.
18,300
5.6346
09/09/2013
30,000
5.7500
09/10/2013
20,000
5.8500
09/13/2013
50,000
5.8983
09/16/2013
5,000
5.7590
09/18/2013
50,000
5.8971
10/24/2013
12,500
5.9500
10/29/2013
25,994
5.9974
10/29/2013
4,800
6.0200
10/31/2013
63,600
6.1758
11/06/2013

POTOMAC CAPITAL MANAGEMENT II, L.L.C.
None

POTOMAC CAPITAL PARTNERS III, L.P.
2,500
6.0496
10/18/2013
10,000
6.0767
10/21/2013

POTOMAC CAPITAL MANAGEMENT III, L.L.C.
None

POTOMAC CAPITAL PARTNERS L.P.
 
None
  
     
POTOMAC CAPITAL MANAGEMENT, L.L.C.
None

PAUL J. SOLIT
None

ERIC SINGER
 
None
  
     
MARTIN COLOMBATTO
2,6001
5.75002
10/22/2013
2,600
5.75002
10/22/2013
 
STEPHEN DOMENIK
None



1 Represents Shares held in trust for the benefit of Mr. Colombatto’s child who shares the same household. 
2 Represents the weighted average purchase price for these Shares.  The Reporting Person undertakes to provide to the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price.  The range of purchase prices was $5.7000 to $5.8000 per Share.
 EX-99.1 2 ex991to13da708679006_110613.htm ex991to13da708679006_110613.htm
Exhibit 99.1
 
 
AMENDMENT NO. 1 TO
 
JOINT FILING AND SOLICITATION AGREEMENT
 
 
 
WHEREAS, Potomac Capital Partners II, L.P., a Delaware limited partnership (the “Partnership”), Potomac Capital Management II, L.L.C., a Delaware limited liability company, Potomac Capital Partners III, L.P., a Delaware limited partnership, Potomac Capital Management III, L.L.C., a Delaware limited liability company, Potomac Capital Partners L.P., a Delaware limited partnership, Potomac Capital Management, L.L.C., a New York limited liability company, Paul J. Solit, Eric Singer, Martin Colombatto, Steve Domenik, Mark Schwartz and Artthur Swift entered into a Joint Filing and Solicitation Agreement on March 6, 2013 (the “Agreement”); and
 
WHEREAS, each of Mark Schwartz and Arthur Swift now wishes to be removed as a party to the Agreement.
 
NOW, IT IS AGREED, this 7th day of November 2013 by the parties hereto:
 
1.           Each of Mark Schwartz and Arthur Swift is hereby removed as a party to the Agreement and his respective obligations under the Agreement are hereby terminated.
 
2.           Each of the remaining parties to the Agreement shall continue to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
 
3.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
[SIGNATURE PAGE FOLLOWS]
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed as of the day and year first above written.

 
POTOMAC CAPITAL PARTNERS II, L.P.
   
 
By:
Potomac Capital Management II, L.L.C.
   
General Partner
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Co-Managing Member


 
POTOMAC CAPITAL MANAGEMENT II, L.L.C.
   
 
By:
/s/ Paul J. Solit
 
Name:
Paul J. Solit
 
Title:
Co-Managing Member


 
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
Individually and as Attorney-In-Fact for Martin Colombatto and Steve Domenik

 
/s/ Eric Singer
 
ERIC SINGER