1
|
NAME OF REPORTING PERSON
Raging Capital Fund, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
707,420 Units(1)
892,958 Warrants(2)
1,785,916 Shares of Common Stock(3)
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
707,420 Units(1)
892,958 Warrants(2)
1,785,916 Shares of Common Stock(3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,420 Units(1)
892,958 Warrants(2)
1,785,916 Shares of Common Stock(3)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% of the Outstanding Units(1)
13.8% of the Outstanding Warrants(2)
24.1% of the Outstanding Shares of Common Stock(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging Capital Fund (QP), LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
922,580 Units(1)
1,074,384 Warrants(2)
2,148,768 Shares of Common Stock(3)
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
922,580 Units(1)
1,074,384 Warrants(2)
2,148,768 Shares of Common Stock(3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,580 Units(1)
1,074,384 Warrants(2)
2,148,768 Shares of Common Stock(3)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% of the Outstanding Units(1)
16.6% of the Outstanding Warrants(2)
28.3% of the Outstanding Shares of Common Stock(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging Capital Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,630,000 Units(1)
1,967,342 Warrants(2)
3,934,684 Shares of Common Stock(3)
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,630,000 Units(1)
1,967,342 Warrants(2)
3,934,684 Shares of Common Stock(3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,000 Units(1)
1,967,342 Warrants(2)
3,934,684 Shares of Common Stock(3)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0% of the Outstanding Units(1)
30.4% of the Outstanding Warrants(2)
46.4% of the Outstanding Shares of Common Stock(3)
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
William C. Martin
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
0 Units
7,028 Warrants(1)
19,056 Shares of Common Stock(2)
|
|
8
|
SHARED VOTING POWER
1,630,000 Units(a)
1,967,342 Warrants(b)
3,934,684 Shares of Common Stock(c)
|
||
9
|
SOLE DISPOSITIVE POWER
0 Units
7,028 Warrants(1)
19,056 Shares of Common Stock(2)
|
||
10
|
SHARED DISPOSITIVE POWER
1,630,000 Units(a)
1,967,342 Warrants(b)
3,934,684 Shares of Common Stock(c)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,000 Units(a)
1,967,342 Warrants(b)
3,934,684 Shares of Common Stock(c)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0% of the Outstanding Units(a)
30.5% of the Outstanding Warrants(1)(b)
46.5% of the Outstanding Shares of Common Stock(2)(c)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
|
(a)
|
Units (the “Units”) - Each Unit consists of one share of Common Stock and one Common Stock Purchase Warrant.
|
|
(b)
|
Common Stock Purchase Warrants (the “Warrants”) - Each Warrant entitles the holder to purchase one share of Common Stock at a price of $5.75.
|
|
(c)
|
Common Stock, par value $0.001 per share (the “Common Stock”).
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Raging Capital Fund, LP, a Delaware limited partnership (“Raging Capital Fund”);
|
|
(ii)
|
Raging Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the “Raging Funds”);
|
|
(iii)
|
Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), who serves as the general partner of each of the Raging Funds; and
|
|
(iv)
|
William C. Martin (“Mr. Martin”), who serves as the managing member of Raging Capital. Mr. Martin is also a director of the Issuer.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging Capital Management, LLC and William C. Martin, dated May 16, 2011.
|
|
99.2
|
Lock-Up Agreement, dated April 2011.
|
|
99.3
|
Form of Warrant Agreement (incorporated by reference from Exhibit 4.4 to Form 8-A filed by the Issuer with the SEC on May 4, 2011).
|
Raging Capital Fund, LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin | ||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin | ||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ William C. Martin | ||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
/s/ William C. Martin | |
William C. Martin
|
Raging Capital Fund, LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin | ||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ William C. Martin | ||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ William C. Martin | ||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
/s/ William C. Martin | |
William C. Martin
|
|
(a)
|
offer, sell, assign, transfer, pledge, contract to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, or otherwise dispose of, directly or indirectly, any Units, shares of Common Stock, Warrants, shares of Common Stock underlying the Warrants, or other securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Units, shares of Common Stock, Warrants, or any such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (such shares or securities, the “Beneficially Owned Shares”);
|
|
(b)
|
establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Beneficially Owned Shares (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)), or otherwise enter into any swap, hedge, derivative or other agreement, transaction or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Units, shares of Common Stock, Warrants or other securities convertible into or exercisable or exchangeable for Common Stock, whether or not such agreement, transaction or arrangement is to be settled by delivery of cash, Beneficially Owned Shares, Units, shares of Common Stock, Warrants, other securities convertible into or exercisable or exchangeable for Common Stock, or other consideration; or
|
|
(c)
|
engage in any short selling of any Beneficially Owned Shares, Units, shares of Common Stock, Warrants, or other securities convertible into or exercisable or exchangeable for Common Stock.
|
|
(i)
|
as a bona fide gift or gifts;
|
|
(ii)
|
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
|
|
(iii)
|
as a distribution to members, partners or stockholders of the undersigned;
|
|
(iv)
|
to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent; or
|
|
(v)
|
to any corporation, partnership, limited liability company or other entity, all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned.
|
Very truly yours,
|
||
/s/ William C. Martin | ||
Name:
|
William C. Martin
|
|
Address:
|
254 Witherspoon St.
Princeton, NJ 08542
|