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	OMB APPROVAL
	OMB Number: 3235-0145
	Expires:  February 28, 2009
	Estimated average burden
	hours per response: 14.5

 

 

 

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,379,632
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,379,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,379,632
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

 

 

 

 

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Partners (QP), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,379,894
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,379,894
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,379,894
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

 

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Becker Drapkin Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 191,517
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 191,517
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 191,517
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 781182100
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. BD Partners V, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 808,221
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 808,221
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 808,221
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

 

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BC Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,379,632
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,379,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,379,632
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO

 

 

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven R. Becker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 8,886
		8	SHARED VOTING POWER 2,379,632
		9	SOLE DISPOSITIVE POWER 8,886
		10	SHARED DISPOSITIVE POWER 2,379,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,388,518
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

 

 

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew A. Drapkin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,379,632
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,379,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,379,632
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Item 4.	Purpose of Transaction
	Item 4 is amended and supplemented to add the following information for updating as of the date hereof:   On September 13, 2012, BD Management and Knight Capital Americas LLC ("Knight") entered into a Stock Purchase Plan (the "10b5-1 Plan"), pursuant to which Knight will purchase shares of Common Stock, on behalf of BD Management.  Transactions under the 10b5-1 Plan will be subject to certain price restrictions, and the 10b5-1 Plan may be terminated by BD Management at any time.  The 10b5-1 Plan is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934.   The foregoing description of the 10b5-1 Plan is qualified in its entirety by reference to the full text of the 10b5-1 Plan, which is attached as Exhibit 1 hereto and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
	Item 5 is amended and supplemented to add the following information for updating as of the date hereof:   (a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,388,518 shares of Common Stock.  Based upon a total of 41,736,680 outstanding shares of Common Stock, as reported in the Issuer’s annual report on Form 10-K for the period ending June 30, 2012, the Reporting Persons’ shares represent approximately 5.723% of the outstanding shares of Common Stock.   Mr. Becker owns 8,886 shares of restricted stock all of which vest within 60 days and were granted to him pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan (the “Restricted Shares”).  The shares of Common Stock issuable upon vesting of the Restricted Shares represent approximately 0.0002% of the outstanding shares of Common Stock.  Each of the Reporting Persons (other than Mr. Becker) disclaims beneficial ownership over the Restricted Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 is amended and supplemented to add the following information for updating as of the date hereof:   On September 13, 2012, Knight and BD Management entered into the 10b5-1 Plan, the terms of which are described in Item 4 of this Schedule 13D.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1	Stock Purchase Plan, dated September 13, 2012, by and between Becker Management, L.P. and Knight Capital Americas LLC.
Exhibit 2	Joint Filing Agreement, dated September 14, 2012, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners V, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin

 

	BECKER DRAPKIN MANAGEMENT, L.P.
	By:		BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
	BECKER DRAPKIN PARTNERS (QP), L.P.
	By:		Becker Drapkin Management, L.P., its general partner
			By:	BC Advisors, LLC, its general partner
				By:	/s/ Andrew S. McLelland
					Name: Andrew S. McLelland
					Title: Attorney-in-Fact
	BECKER DRAPKIN PARTNERS, L.P.
	By:		Becker Drapkin Management, L.P., its general partner
			By:	BC Advisors, LLC, its general partner
				By:	/s/ Andrew S. McLelland
					Name: Andrew S. McLelland
					Title: Attorney-in-Fact
	BD PARTNERS V, L.P.
	By:		Becker Drapkin Management, L.P., its general partner
			By:	BC Advisors, LLC, its general partner
				By:	/s/ Andrew S. McLelland
					Name: Andrew S. McLelland
					Title: Attorney-in-Fact
	BC ADVISORS, LLC
	By:		/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact
	STEVEN R. BECKER
	By:		/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact
	MATTHEW A. DRAPKIN
	By:		/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact

 

 

 

 

 

1.	KCA will purchase shares of Stock pursuant to the written instructions on Appendix A on a “not held” basis.

 

2.	KCA will use its reasonable efforts to effect all open-market purchases pursuant to this Purchase Plan in accordance with the provisions of Rule 10b5-1.  KCA will advise the Advisor of all purchases executed under this Purchase Plan pursuant to the customary trade confirmation.

 

3.	This Purchase Plan will terminate upon the earliest of:

 

i.	the opening of the trading day immediately following the receipt by KCA of written notice by the Advisor of termination of the Purchase Plan;

 

ii.	the completion of the purchases contemplated by the Purchase Plan;

 

iii.

the date KCA becomes aware of the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, in each case with respect to the Issuer or the taking of any corporate action by the Issuer to authorize or commence any of the foregoing;

 

iv.

the date the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or other similar business combination or transaction as a result of the consummation of which the Stock would be exchanged or converted into cash, securities or other property.

 

v.	the Advisor’s or KCA’s reasonable determination that: (a) the Purchase Plan does not comply with Rule 10b5-1 or other applicable securities laws; or (b) the Advisor has not, or KCA has not, complied with the Purchase Plan, Rule 10b5-1 or other applicable securities laws.

 

4.	Any transaction pending at the time that this Purchase Plan is terminated shall be completed and KCA shall receive the commission set forth in paragraph 5 below.

 

5.	The Advisor will pay KCA $.02 per share commission.

 

6.	KCA must suspend purchase of shares of Stock under this Purchase Plan on a particular day for any of the following reasons:

 

i.	A day specified by the Purchase Plan is not a day on which the shares of Stock trade regularly  on the listing exchange or primary market center;

 

ii.	Trading of the shares of Stock on the listing exchange or the primary market center is suspended for any reason; or

 

iii.	KCA cannot effect a purchase of shares of Stock due to legal, regulatory or contractual restrictions applicable to it, the Issuer or the Advisor (including without limitation, Regulation M or Rule 10b-5).

 

 

7.

This Purchase Plan may be modified or amended by the Advisor provided that (a) such modification is (i) in writing, (ii) made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b-and (iii) is in accordance with the terms of the Purchase Plan; and (b) at the time of such modification or amendment the Advisor represents and warrants to KCA that it is not in possession of any non-public material information.

 

8.

KCA will from time to time trade on a proprietary basis in shares of Stock while in possession of this Purchase Plan and orders contemplated hereby, in accordance with industry rules, including New York Stock Exchange Rule 92.  By signing this agreement, you acknowledge the foregoing disclosures, and consent to KCA trading while it is in possession of this Plan or Advisor’s order.

 

 

 

i.

At the time of the Advisor’s execution of this Purchase Plan, the Advisor is not aware of any material, non-public information with respect to the Issuer or the Stock.  The Advisor is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws.

 

ii.

Purchases of Stock under this Purchase Plan have been duly authorized by the Advisor and are not prohibited by any legal, regulatory or contractual restriction or undertaking binding on the Advisor.  The Advisor will inform KCA as soon as possible of any subsequent legal or contractual restrictions affecting the execution of the Purchase Plan by KCA or the Advisor and of the occurrence of any event that would cause the Purchase Plan to be suspended or to end as contemplated in paragraphs 3 and 6.

 

iii.	The Advisor agrees not to enter into or alter any corresponding or hedging transaction with respect to the Stock while this Purchase Plan remains in effect.

 

iv.	If applicable, the Advisor agrees to provide KCA with all necessary information regarding the Advisor’s previous purchases, as may be required for KCA to calculate the Advisor’s volume limitations under Rule 10b-18.

 

v.

The Advisor agrees to provide KCA any documents that it reasonably requests to effect this Purchase Plan, including but not limited to: (i) a W-8 for the Advisor; (ii) a copy of resolutions duly adopted by the Advisor’s Board of Directors authorizing the Repurchase Program and/or this Purchase Plan; if applicable, and (iii) a corporate resolution or secretary’s certificate identifying the undersigned and other specified individuals the authority to implement the Purchase Plan by, among other things, engaging a broker-dealer to act as the Advisor’s agent for such purposes, establishing and maintaining an account on behalf of the Advisor for the Purchase Program and to transact in and instruct such broker or dealer on the account to effect the Purchase Plan (“Authorized Persons”).

 

vi.	The Advisor agrees that it will not take any action that would cause any purchase of Stock under this Purchase Plan not to comply with Rule 10b5-1 or any other applicable law.

 

vii.

The Advisor agrees that it does not have authority, influence or control over any purchase of Stock effected by KCA pursuant to this Purchase Plan and will not attempt to exercise any such authority, influence or control.  The Advisor agrees that it will not, communicate any information relating to the Stock, the Issuer or the Advisor to any employee of KCA or its affiliates who are responsible for purchasing Stock in accordance with this Purchase Plan and during the time this Purchase Plan is in effect.

 

viii.

The Advisor acknowledges and agrees that the Purchase Plan is a “securities contract,” as such  term is defined in Section 741(7) of Title 11 of the United States Code, as it may be amended (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

 

ix.

This Purchase Plan constitutes the Advisor’s legal, valid and binding obligation enforceable against the Advisor in accordance with its terms.  There is no litigation, arbitration or other proceeding pending, or to the Advisor’s knowledge threatened, that would prevent or interfere with the Advisor’s purchase of Stock under this Purchase Plan.

 

x.	That KCA will be the Advisor’s exclusive agent for the purchase of shares of Stock pursuant to this Purchase Plan and any other repurchase program during the duration of this Purchase Plan.

 

xi.

The Advisor agrees to transfer funds for purchases of Stock that KCA makes on behalf of the Advisor as set forth on Appendix B or upon request by KCA, but in no case later than the settlement date stipulated on the applicable trade confirmation.  Wire instructions are included on Appendix B and settlement related questions should be directed to the individuals listed on Appendix B.

 

xii.	The Advisor agrees to provide KCA with trade reporting and security delivery instructions, as outlined in Appendix B, for the daily trade reporting and account statements as well as the delivery of the Stock purchased by KCA on the Advisor’s behalf.

 

 

1.

The Advisor  agrees to indemnify and hold harmless KCA (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to:  a.) any material breach by the Advisor of this Purchase Plan (including the Advisor’s representations and warranties), and b.) any violation by the Advisor of applicable laws or regulations.  The Advisor will have no indemnification obligations to the extent of the gross negligence or willful misconduct of KCA or any other indemnified person. This indemnification will survive the termination of this Purchase Plan.

 

2.	Notwithstanding any other provision herein, except for a breach of Section 8A or a party’s gross negligence or willful misconduct, neither KCA or the Advisor will be liable for:

 

i.	Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.

 

ii.

Any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

 

3.	The Advisor acknowledges and agrees that KCA has not provided the Advisor with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Advisor would be entitled to any of the affirmative defenses under Rule 10b5-1.

 

 

 

 

 

 

 

 

 

 
 

 

 

 

BECKER DRAPKIN MANAGEMENT, L.P.

By:           /s/ Steven Becker

Name:         Steven Becker

Title:           Partner

By:           /s/ Joseph Mazzella

Name:          Joseph Mazzella

Title:            SMD

 

 

 

 

 

 

 

	BECKER DRAPKIN MANAGEMENT, L.P.
	By:		BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
	BECKER DRAPKIN PARTNERS (QP), L.P.
	By:		Becker Drapkin Management, L.P., its general partner
			By:	BC Advisors, LLC, its general partner
				By:	/s/ Andrew S. McLelland
					Name: Andrew S. McLelland
					Title: Attorney-in-Fact
	BECKER DRAPKIN PARTNERS, L.P.
	By:		Becker Drapkin Management, L.P., its general partner
			By:	BC Advisors, LLC, its general partner
				By:	/s/ Andrew S. McLelland
					Name: Andrew S. McLelland
					Title: Attorney-in-Fact
	BD PARTNERS V, L.P.
	By:		Becker Drapkin Management, L.P., its general partner
			By:	BC Advisors, LLC, its general partner
				By:	/s/ Andrew S. McLelland
					Name: Andrew S. McLelland
					Title: Attorney-in-Fact
	BC ADVISORS, LLC
	By:		/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact
	STEVEN R. BECKER
	By:		/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact
	MATTHEW A. DRAPKIN
	By:		/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact