formsc13da.htm

-----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, JnPuoJObBiIkPsmeHUf4ExvkNlHChhUOGY/kDFHk6MjbDkCgGaGp20xO9czxofSP 9omjxmWKYuazhI5QgexfXg== 0001140361-09-027796.txt : 20091202 0001140361-09-027796.hdr.sgml : 20091202 20091202105812 ACCESSION NUMBER: 0001140361-09-027796 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091202 DATE AS OF CHANGE: 20091202 GROUP MEMBERS: DAVID NIERENBERG GROUP MEMBERS: NIERENBERG INVESTMENT MANAGEMENT OFFSHORE, INC. GROUP MEMBERS: THE D3 FAMILY BULLDOG FUND, L.P. GROUP MEMBERS: THE D3 FAMILY FUND, L.P. GROUP MEMBERS: THE DIII OFFSHORE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICAN RESTAURANTS INC CENTRAL INDEX KEY: 0001009244 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 760493269 STATE OF INCORPORATION: TX FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45791 FILM NUMBER: 091216471 BUSINESS ADDRESS: STREET 1: 1135 EDGEBROOK CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 7139437574 MAIL ADDRESS: STREET 1: 1135 EDGEBROOK CITY: HOUSTON STATE: TX ZIP: 77034 FORMER COMPANY: FORMER CONFORMED NAME: CASA OLE RESTAURANTS INC DATE OF NAME CHANGE: 19960228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nierenberg Investment Management Company, Inc. CENTRAL INDEX KEY: 0001282683 IRS NUMBER: 911677205 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 360-604-8600 MAIL ADDRESS: STREET 1: 19605 NE 8TH ST CITY: CAMAS STATE: WA ZIP: 98607 FORMER COMPANY: FORMER CONFORMED NAME: NIERENBERG INVESTMENT MANAGEMENT CO DATE OF NAME CHANGE: 20040304 SC 13D/A 1 formsc13da.htm MEXICAN RESTAURANTS SC13D A 12-1-2009 formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

MEXICAN RESTAURANTS, INC. (CASA)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

14712P104

(CUSIP Number)

David Nierenberg

The D3 Family Funds

19605 NE 8th Street

Camas, WA 98607

(360) 604-8600

With a copy to:

Henry Lesser, Esq.

DLA Piper LLP (US)

2000 University Avenue

East Palo Alto, CA 94303

(650) 833-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 1, 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 Ô.

1	NAME OF REPORTING PERSONS The D3 Family Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
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 Washington

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER 0
OWNED BY EACH REPORTING	8	SHARED VOTING POWER 17,500 shares (0.5%)
PERSON WITH	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 17,500 shares (0.5%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 17,500 shares; for all reporting persons as a group, 17,500 shares (0.5%).
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %
14	TYPE OF REPORTING PERSON (See Instructions) PN

1	NAME OF REPORTING PERSONS The D3 Family Bulldog Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a)x (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
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 Washington

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER 0
OWNED BY EACH REPORTING	8	SHARED VOTING POWER 0
PERSON WITH	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 0 shares; for all reporting persons as a group, 17,500 shares (0.5 %).
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSONS The DIII Offshore Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a)x (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
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 Bahamas

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER 0
OWNED BY EACH REPORTING	8	SHARED VOTING POWER 0
PERSON WITH	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 0 shares; for all reporting persons as a group, 17,500 shares (0.5 %).
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSONS Nierenberg Investment Management Company, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
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 Washington

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER 0
OWNED BY EACH REPORTING	8	SHARED VOTING POWER 17,500 shares (0.5%)
PERSON WITH	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 17,500 shares (0.5%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 17,500 shares; for all reporting persons as a group, 17,500 shares (0.5 %).
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSONS Nierenberg Investment Management Offshore, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
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 Bahamas

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER 0
OWNED BY EACH REPORTING	8	SHARED VOTING POWER 0
PERSON WITH	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 0 shares; for all reporting persons as a group, 17,500 shares (0.5 %).
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSONS David Nierenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(c) x (d) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
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 of America

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER 0
OWNED BY EACH REPORTING	8	SHARED VOTING POWER 17,500 shares (0.5 %)
PERSON WITH	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 17,500 shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON For the reporting person listed on this page, 17,500 shares; for all reporting persons as a group, 17,500 shares (0.5 %).
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %
14	TYPE OF REPORTING PERSON IN

This Amendment No.14 to Schedule 13D (this “Amendment”) amends the below-indicated items from the Schedule 13D previously filed by or on behalf of the undersigned parties (the “Reporting Persons”), as previously amended (the “Schedule 13D”), by supplementing such Items with the information below. Capitalized terms used without definition in this Amendment have the respective meanings given to them in the Schedule 13D.

Item 2. Identity and Background.

David Nierenberg is hereby added as a Reporting Person; his business address is 19605 NE 8th Street, Camas WA 98607; his principal occupation is President of Nierenberg Investment Management Company, Inc. and Nierenberg Investment Management Offshore, Inc, two of the other Reporting Persons; during the past five years he has not been convicted in a criminal proceeding required to be reported in response to Item 2(d), or a party to a civil proceeding required to be reported in response to Item 2(e), of Schedule 13D; and he is a citizen of the United States of America.

Item 4. Purpose and Transaction

Pursuant to a Stock Sale Agreement dated as of December 1, 2009 (the "Sale Agreement") by and between Michael D. Domec as "Buyer" and each of the Reporting Persons named therein as a "Seller," each Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from such Seller, the number of Shares specified therein for a purchase price of $2.00 in cash. The Shares to be sold and purchased pursuant to the Sale Agreement collectively comprise all of the outstanding Shares beneficially owned by the Reporting Persons (see Item 5(a)). Such Shares will be sold and purchased (collectively, the “Transaction”) at a single closing which is not subject to any material conditions and is expected to occur in the near future. The aggregate purchase price to be received by each Seller for such Seller's Shares is set forth in the Sale Agreement. The full text of the Sale Agreement is filed as Exhibit 1 to this Amendment, is incorporated by reference in response to this Item and qualifies in its entirety the information about the Sale Agreement contained in any Item of this Amendment.

As a result of the Sale Agreement and the Transaction, the Reporting Persons have ceased to be required to file beneficial ownership reports with respect to the Shares under Regulation 13D-G promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

Item 5. Interest in Securities of the Issuer.

(a, b) The Reporting Persons, in the aggregate, beneficially own 17,500 Shares, constituting approximately 0.5 % of the Shares. Such 17,500 Shares are not outstanding and comprise Shares which one of the Reporting Persons has the right to acquire pursuant to presently-exercisable options issued by the Company.

(c) During the past 60 days the only transaction entered into by any of the Reporting Persons with respect to the Shares is the execution of the Sale Agreement by the Reporting Persons named therein, applicable to an aggregate of 1,192,956 Shares. The information contained in Item 4 of this Amendment and in Exhibit 1 to this Amendment is incorporated by reference in response to this Item.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in Item 4 of this Amendment and in Exhibit 1 to this Amendment is incorporated by reference in response to this Item.

Item 7. Material to be filed as Exhibits

Exhibit 1 to this Amendment is the Sale Agreement referred to in Item 4.

Exhibit 2 to this Amendment is the Joint Filing Agreement among the Reporting Persons dated March 5, 2008 pursuant to which all of the Reporting Persons have authorized the filing of Schedule 13D’s and amendments thereto as a group.

SIGNATURE

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

	D3 Family Fund, L.P., and D3 Family Bulldog Fund, L.P.

	By:	Nierenberg Investment Management Company, Inc.

	Its:	General Partner

December 2, 2009	By:	/s/ David Nierenberg
		David Nierenberg, President


	DIII Offshore Fund, L.P.

	By:	Nierenberg Investment Management Offshore, Inc.

	Its:	General Partner

December 2, 2009	By:	/s/ David Nierenberg
		David Nierenberg, President


	Nierenberg Investment Management Company, Inc.

December 2, 2009	By:	/s/ David Nierenberg
		David Nierenberg, President


	Nierenberg Investment Management Offshore, Inc.

December 2, 2009	By:	/s/ David Nierenberg
		David Nierenberg, President


December 2, 2009		/s/ David Nierenberg
		David Nierenberg

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1

STOCK SALE AGREEMENT

THIS STOCK SALE AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2009 by and between (1) Michael D. Domec (“Buyer”), and (2) each of The D3 Family Fund, L.P., the D3 Family Bulldog Fund, L.P. and The DIII Offshore Fund, L.P. (each a “Seller”).

RECITALS

A. Buyer desires to purchase from each Seller, at a price of $2.00 in cash (the “Per Share Price”) for each share (a “Subject Share”) of the Common Stock of Mexican Restaurants, Inc., a Texas corporation (the “Company”) to be sold hereunder, the number of Subject Shares set forth before next to each Seller’s name:

The D3 Family Fund, L.P.: 236,267 Subject Shares

The D3 Family Bulldog Fund: 686,698 Subject Shares

The DIII Offshore Fund, L.P.: 269,991 Subject Shares

B. Each Seller desires to sell such Seller’s Subject Shares to Buyer at the Per Share Price.

C. This Agreement sets forth the terms and conditions of the sale of each Seller’s Subject Shares to Buyer, and Buyer’s purchase of such Subject Shares from each Seller, at the Per Share Price.

AGREEMENT

Buyer and each Seller hereby agree as follows:

1. Purchase and Sale of Shares.

(a) Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined) each Seller shall sell and transfer to Buyer, and Buyer shall purchase from each Seller, all of such Seller’s Subject Shares for the Per Share Price. The aggregate amount to be paid by Buyer to each Seller for such Seller’s Subject Shares shall be as follows:

The D3 Family Fund, L.P.: $472,534

The D3 Family Bulldog Fund: $1,373,396

The DIII Offshore Fund, L.P.: $539,982

(b) Closing. The closing of the purchase and sale (the “Transaction”) of all the Subject Shares (the “Closing”) shall take place at such time as Buyer and Sellers (collectively, the “Parties”) shall collectively agree.

(c) Delivery. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, assign and convey such Seller’s Subject Shares, by delivering an authorization letter to Seller’s broker to deliver such Seller’s Subject Shares electronically to the brokerage account identified by Buyer prior to the Closing, against Buyer’s payment to such Seller of the aggregate purchase price for such Seller’s Subject Shares (as set forth in Section 1.1) by wire transfer of immediately available funds to the bank account identified by such Seller prior to the Closing. Notwithstanding the foregoing, Buyer and the applicable Seller acknowledge that 100,000 of the Subject Shares beneficially owned by one of the Sellers are represented by a physical certificate issued in the name of such Seller’s broker and bearing a restricted legend. Delivery of such Subject Shares shall be by physical delivery of such certificate together with a duly executed assignment separate from certificate in a form to be agreed between Buyer and such Seller.

2. Representation and Warranties.

(a) Representation and Warranties of Each Seller. Each Seller hereby represents and warrants to Buyer as follows (which representations and warranties shall survive the Closing):

(i) Such Seller has the full right, power and authority to enter into and perform Seller’s obligations under this Agreement. All corporate action on the part of such Seller necessary for the execution of this Agreement and the performance of such Seller’s obligations hereunder has been taken or will be taken prior to the Closing.

(ii) No consent, approval or authorization of or designation, declaration or filing with any third party or any governmental authority is required on the part of such Seller in connection with the valid execution and delivery of this Agreement or the performance of such Seller’s obligations hereunder.

(iii) Such Seller has the full right, power and authority to sell and transfer such Seller’s Subject Shares hereunder.

(iv) Such Seller owns such Seller’s Subject Shares, free and clear of any lien, encumbrance, option, charge, equitable interest or restriction, other than any applicable restrictions on transfer under applicable state and federal securities laws. Upon payment of the aggregate purchase price for such Seller’s Subject Shares at the Closing, Buyer will acquire all of such Seller’s Subject Shares, free and clear of any lien, encumbrance, option, charge, equitable interest or restriction; provided, however, that such Seller’s Subject Shares will remain subject to any applicable restrictions on transfer under applicable state and federal securities laws.

(v) Such Seller (i) a highly sophisticated investor which, in securities matters, is able to make determinations with respect to securities based upon the advice and abilities of its general partner, and (ii) has sufficient information concerning the Company, its business, financial condition and prospects to reach an informed and knowledgeable decision to sell such Seller’s Subject Shares hereunder.

(vi) The Sellers’ respective Subject Shares, in the aggregate, comprise all of the shares of the Company's Common Stock beneficially owned, for purposes of Section 13(d) of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission), by each Seller and any other person under the common control of the same general partner as each Seller except for 17,500 shares that are the subject of options issued by the Company and owned by one of the Sellers.

(b) Representations and Warranties of Buyer. Buyer hereby represents and warrants to each Seller as follows (which representations and warranties shall survive the Closing):

(i) Buyer has the full right, power and authority to enter into and perform Buyer’s obligations under this Agreement. All action on the part of Buyer necessary for the execution of this Agreement and the performance of Buyer’s obligations hereunder has been taken or will be taken prior to the Closing.

(ii) No consent, approval or authorization of or designation, declaration or filing with any third party or any governmental authority is required on the part of Buyer in connection with the valid execution and delivery of this Agreement or the performance of Buyer’s obligations hereunder.

(iii) Buyer (i) is capable of bearing the economic risk and burden of its investment in the Subject Shares, (ii) has substantial experience in investing in securities and therefore has the ability to “fend for himself” in connection with Buyer’s investment in the Subject Shares and is able to make determinations with respect to securities based upon Buyer’s own abilities and such advice (if any) as Buyer chooses to obtain, (iii) has sufficient information concerning the Company, its business, financial condition and prospects to reach an informed and knowledgeable decision to acquire the Subject Shares, and (iv) is purchasing the Subject Shares for Buyer’s own account and solely for investment, with no current intention to resell or distribute the Subject Shares other than in compliance with applicable state and federal securities laws.

3. Related Agreements.

(i) Each Seller acknowledges that Buyer and its affiliates may possess information regarding the Company that is material and that has not been disclosed to such Seller. Each Seller agrees that neither Buyer nor any of its affiliates shall have any liability to such Seller in respect of, and each Seller hereby waives and releases Buyer and its affiliates from all claims which such Seller might otherwise have with respect to, and agrees that such Seller will not bring any claim against Buyer or any of its affiliates in respect of, the non-disclosure to such Seller of non-public information (if any) that may be in Buyer’s possession before or after the date hereof.

(ii) Buyer acknowledges that each Seller and its affiliates may possess information regarding the Company that is material and that has not been disclosed to Buyer. Buyer agrees that neither any Seller nor any of such Seller’s affiliates shall have any liability to Buyer in respect of, and Buyer hereby waives and releases each Seller and each Seller’s affiliates from all claims which such Buyer might otherwise have with respect to, and agrees that Buyer will not bring any claim against any Seller or any of such Seller’s affiliates in respect of, the non-disclosure to Buyer of non-public information (if any) that may be in such Seller’s possession before or after the date hereof.

4. Miscellaneous.

(a) Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within the State of Delaware.

(b) Amendments. No amendment or modification of the terms and conditions of this Agreement shall be valid unless in writing and signed by all Parties; provided, however, that any agreement pursuant to the terms of Section 1.2 or 1.3 of this Agreement shall not be deemed an amendment to this Agreement.

(c) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement supersedes all prior agreements, understandings, negotiations and representations between the parties with respect to such transactions.

(d) Waiver. Any Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(f) Further Assurances. Each Party shall execute and deliver such additional instruments, documents and other writings as may be reasonably requested by another party, before or after the Closing, to confirm and carry out and to effectuate fully the intent and purposes of this Agreement; provided, however, that each Party shall be responsible for making such filings with the Securities and Exchange Commission as that Party determines necessary or appropriate regarding to the execution of this Agreement and/or the Closing.

(g) Expenses. Buyer and each Seller shall bear its own respective expenses and legal fees incurred in connection with this Agreement and the Transaction.

(h) Several Obligations Only. The obligations of each Seller under this Agreement shall be solely the obligations of such Seller and no Seller shall have any obligations under this Agreement jointly with any other Seller.

[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties have executed this Stock Sale Agreement as of the date set forth above.

Buyer

MICHAEL D. DOMEC

/s/ Michael D. Domec



Each Sellers

The D3 Family Fund, L.P.

and

The D3 Family Bulldog Fund, L.P.	The DIII Offshore Fund, L.P.

By Nierenberg Investment Management Company, Inc., its General Partner	By Nierenberg Investment Management Offshore, Inc., its General Partner

By: /s/ David Nierenberg	By: /s/ David Nierenberg
David Nierenberg, President	David Nierenberg, President

[Signature Page to Stock Sale Agreement]

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2

JOINT FILING AGREEMENT (RESTATED)

WHEREAS, the undersigned (collectively, the "Reporting Persons") from time to time make filings with the Securities and Exchange Commission pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Reporting Persons prefer to make joint filings on behalf of all Reporting Persons rather than individual filings on behalf of each of the Reporting Persons;

NOW, THEREFORE, the undersigned hereby agree as follows with each of the other Reporting Persons:

1. Each of the Reporting Persons is individually eligible to make joint filings.

2. Each of the Reporting Persons is responsible for timely making joint filings and any amendments thereto.

3. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning such person contained in joint filings.

4. None of the Reporting Persons is responsible for the completeness or accuracy of the information concerning the other Reporting Persons contained in joint filings, unless such person knows or has reason to believe that such information is inaccurate.

5. This Joint Filing Agreement amends, restates and supersedes the Joint Filing Agreement (Restated) dated August 3, 2007 by and among certain of the undersigned, but only as to those filings to be made by all Reporting Persons.

6. The undersigned agree that each joint filing made on or after the date hereof will be, and any amendment thereto will be, made on behalf of each of the Reporting Persons.

	D3 Family Fund, L.P., D3 Bulldog Fund, L.P. and D3 Family Canadian Fund, L.P.

	By:	Nierenberg Investment Management Company, Inc.

	Its: General Partner

March 5, 2008	By:
		David Nierenberg, President

	DIII Offshore Fund, L.P.

	By:	Nierenberg Investment Management Offshore, Inc.

	Its:	General Partner

March 5, 2008	By:
		David Nierenberg, President

	Nierenberg Investment Management Company, Inc.

March 5, 2008	By:
		David Nierenberg, President

	Nierenberg Investment Management Offshore, Inc.

March 5, 2008	By:
		David Nierenberg, President

-----END PRIVACY-ENHANCED MESSAGE-----