0001193125-11-345679.txt : 20111219 0001193125-11-345679.hdr.sgml : 20111219 20111219161934 ACCESSION NUMBER: 0001193125-11-345679 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111219 DATE AS OF CHANGE: 20111219 GROUP MEMBERS: APAX EUROPE VI GP CO. LTD GROUP MEMBERS: APAX EUROPE VI GP L.P. INC. GROUP MEMBERS: APAX EUROPE VI-1, L.P. GROUP MEMBERS: APAX EUROPE VI-A, L.P. GROUP MEMBERS: APAX EUROPE VII GP CO. LTD GROUP MEMBERS: APAX EUROPE VII GP L.P. INC. GROUP MEMBERS: APAX EUROPE VII-1, L.P. GROUP MEMBERS: APAX EUROPE VII-B, L.P. GROUP MEMBERS: APAX GUERNSEY (HOLDCO) PCC LTD GROUP MEMBERS: APAX PARTNERS EUROPE MANAGERS LTD. GROUP MEMBERS: APAX US VII GP, L.P. GROUP MEMBERS: APAX US VII GP, LTD. GROUP MEMBERS: APAX US VII, L.P. GROUP MEMBERS: JOHN F. MEGRUE GROUP MEMBERS: VISCARIA LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IGATE CORP CENTRAL INDEX KEY: 0001024732 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 251802235 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49973 FILM NUMBER: 111269428 BUSINESS ADDRESS: STREET 1: 1000 COMMERCE DRIVE STREET 2: SUITE 500 CITY: PITTSBURGH STATE: PA ZIP: 15275 BUSINESS PHONE: 4125061131 MAIL ADDRESS: STREET 1: 1000 COMMERCE DRIVE STREET 2: SUITE 500 CITY: PITTSBURGH STATE: PA ZIP: 15275 FORMER COMPANY: FORMER CONFORMED NAME: MASTECH CORP DATE OF NAME CHANGE: 19961011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apax Europe VII-A, L.P. CENTRAL INDEX KEY: 0001470423 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THIRD FLOOR ROYAL BANK PLACE STREET 2: 1 GLATEGNY ESPLANADE CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 2HJ BUSINESS PHONE: 011-44-1481-810-000 MAIL ADDRESS: STREET 1: THIRD FLOOR ROYAL BANK PLACE STREET 2: 1 GLATEGNY ESPLANADE CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 2HJ SC 13D/A 1 d270854dsc13da.htm AMENDMENT NO. 2 Amendment No. 2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

iGATE CORPORATION

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

451 69U 10 5

(CUSIP Number)

Devora Har-Tuv

c/o Viscaria Limited

Lemesou, 77

Elia House

P.C. 2121, Nicosia, Cyprus

+972 3777-4416

Copies to:

Joshua N. Korff, Esq.

Susan J. Zachman, Esq.

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2011

(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.  ¨

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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.

 

 

 

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Viscaria Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  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)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cyprus

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    17,265,188*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    17,265,188*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    17,265,188*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    23.4%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    CO

 

* Beneficial ownership of common stock of the Issuer has been calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30. See Item 5 of this Schedule 13D for further information.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

2

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VII-A, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    4,103,677*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    4,103,677*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,103,677*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    5.6%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    PN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

3

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VII-B, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    7,529,446*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    7,529,446*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,529,446*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    10.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    PN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

4

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VII-1, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    192,624*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    192,624*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    192,624*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.3%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    PN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

5

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VII GP L.P. Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    11,825,747*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    11,825,747*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,825,747*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    16.0%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    OO

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

6

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VII GP Co. Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    11,825,747*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    11,825,747*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,825,747*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    16.0%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    OO

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

7

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VI-1, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    5,487*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    5,487*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    5,487*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.0%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    PN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

8

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VI-A, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    4,543,843*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    4,543,843*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,543,843*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    6.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    PN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

9

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VI GP L.P. Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    4,549,330*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    4,549,330*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,549,330*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    6.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    OO

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

10

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Europe VI GP Co. Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    4,549,330*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    4,549,330*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,549,330*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    6.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    OO

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

11

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Partners Europe Managers Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    16,375,077*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    16,375,077*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    16,375,077*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    22.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    OO

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

12

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax Guernsey (Holdco) PCC Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    16,375,077*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    16,375,077*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    16,375,077*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    22.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    OO

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

13

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax US VII, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    890,111*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    890,111*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    890,111*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    PN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

14

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax US VII GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    890,111*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    890,111*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    890,111*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    PN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

15

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Apax US VII GP, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    890,111*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    890,111*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    890,111*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    CO

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

16

CUSIP No. 451 69U 10 5  

 

  1   

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

John F. Megrue

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    ¨

 

    N/A

  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

 

    890,111*

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    890,111*

 11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    890,111*

 12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

    N/A

 13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.2%**

 14

  

TYPE OF REPORTING PERSON (See Instructions)

 

    IN

 

* Beneficial ownership of common stock of the Issuer (calculated based upon the as-converted voting power of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30) is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such preferred stock as a result of the relationships described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any preferred or common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** Based on 56,608,684 shares of common stock of the Issuer outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of common stock of the Issuer issuable upon conversion of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Investor on February 1, 2011 and on May 9, 2011 pursuant to the purchase agreement described in Item 3 of this Schedule 13D.

 

17

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on February 11, 2011 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on May 19, 2011 (the “Amendment No. 1”, and, together with the Original 13D and this Amendment No. 2, the “Schedule 13D”) with respect to the Items and matters described below. The Schedule 13D was filed jointly on behalf of (i) Viscaria Limited, a private company limited by shares formed under the laws of Cyprus (“Investor”), (ii) Apax Europe VI-A, L.P. and Apax Europe VI-1, L.P. (collectively, the “Apax Europe VI Funds”), (iii) Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. (collectively, the “Apax Europe VII Funds”), (iv) Apax US VII, L.P. (the “Apax US Fund”), (v) Apax Europe VI GP L.P. Inc. and Apax Europe VI GP Co. Limited (collectively, the “Apax Europe VI Funds GPs”), (vi) Apax Europe VII GP L.P. Inc. and Apax Europe VII GP Co. Limited (collectively, the “Apax Europe VII Funds GPs”), (vii) Apax US VII GP, L.P. and Apax US VII GP, Ltd. (collectively, the “Apax US Fund GPs”), (viii) Apax Partners Europe Managers Ltd, (ix) Apax Guernsey (Holdco) PCC Limited, and (x) John F. Megrue (the entities and persons in clauses (i) through (x), collectively the “Reporting Persons”). Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings set forth in the Schedule 13D.

 

  Item 5. Interest in Securities of the Issuer.

Clauses (a) and (b) of Item 5 of the Schedule 13D are amended and restated in their entirety as follows:

(a) and (b)

(i) Investor beneficially owns 17,265,188 shares of Common Stock, which represents 23.4% of the outstanding Common Stock (calculated based on 56,608,684 shares of Common Stock outstanding as of October 31, 2011 (as disclosed in the Form 10-Q filed by the Issuer on November 7, 2011) plus the 17,265,188 shares of Common Stock issuable upon conversion of the Series B Preferred Stock issued to Investor at the First Closing on February 1, 2011 and at the Second Closing on May 9, 2011 (the “Calculation Method”)), all of which shares are issuable upon the conversion of the Series B Preferred Stock held by Investor.

(ii) Apax Europe VII-A, L.P. may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 4,103,677 shares of Common Stock, which represents 5.6% of the outstanding Common Stock (calculated based on the Calculation Method);

(iii) Apax Europe VII-B, L.P. may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 7,529,446 shares of Common Stock, which represents 10.2% of the outstanding Common Stock (calculated based on the Calculation Method);

(iv) Apax Europe VII-1, L.P. may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 192,624 shares of Common Stock, which represents 0.3% of the outstanding Common Stock (calculated based on the Calculation Method);

 

18

(v) Apax Europe VII GP L.P. Inc. is the general partner of the Apax VII Funds and, as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 11,825,747 shares of Common Stock, which represents 16.0% of the outstanding Common Stock (calculated based on the Calculation Method);

(vi) Apax Europe VII GP Co. Limited is the general partner of Apax Europe VII GP L.P. Inc., and as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 11,825,747 shares of Common Stock, which represents 16.0% of the outstanding Common Stock (calculated based on the Calculation Method);

(vii) Apax Europe VI-A, L.P. may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 4,543,843 shares of Common Stock, which represents 6.2% of the outstanding Common Stock (calculated based on the Calculation Method);

(viii) Apax Europe VI-1, L.P. may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 5,487 shares of Common Stock, which represents 0.0% of the outstanding Common Stock (calculated based on the Calculation Method);

(ix) Apax Europe VI GP L.P. Inc. is the general partner of the Apax VI Funds and, as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 4,549,330 shares of Common Stock, which represents 6.2% of the outstanding Common Stock (calculated based on the Calculation Method);

(x) Apax Europe VI GP Co. Limited is the general partner of Apax Europe VI GP L.P. Inc., and as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 4,549,330 shares of Common Stock, which represents 6.2% of the outstanding Common Stock (calculated based on the Calculation Method);

(xi) Apax Partners Europe Managers Ltd has been appointed by Apax Europe VI GP L.P. Inc. and Apax Europe VII GP L.P. Inc. as discretionary investment manager of the investments of the Apax Europe VI Funds and the Apax Europe VII Funds, respectively, and as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 16,375,077 shares of Common Stock, which represents 22.2% of the outstanding Common Stock (calculated based on the Calculation Method);

(xii) Apax Guernsey (Holdco) PCC Limited is the sole equity holder of each of Apax Europe VI GP Co. Limited and Apax Europe VII GP Co. Limited, and as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 16,375,077 shares of Common Stock, which represents 22.2% of the outstanding Common Stock (calculated based on the Calculation Method);

(xiii) Apax US Fund may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 890,111 shares of Common Stock, which represents 1.2% of the outstanding Common Stock (calculated based on the Calculation Method);

 

19

(xiv) Apax US VII GP, L.P. is the general partner of the Apax US Fund and, as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 890,111 shares of Common Stock, which represents 1.2% of the outstanding Common Stock (calculated based on the Calculation Method);

(xv) Apax US VII GP, Ltd. is the general partner of Apax US VII GP, L.P., and as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 890,111 shares of Common Stock, which represents 1.2% of the outstanding Common Stock (calculated based on the Calculation Method); and

(xvi) John F. Megrue is the sole equity holder of Apax US VII GP. Ltd., and as a result, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, 890,111 shares of Common Stock, which represents 1.2% of the outstanding Common Stock (calculated based on the Calculation Method).

Prior to the vote of the shareholders of the Issuer with respect to the NASDAQ Shareholder Approval (as defined below), the Series B Preferred Stock may not be converted and the holders thereof may not vote on an as-converted basis with the holders of Common Stock. Further, prior to the receipt of the approval of the holders of Common Stock required for the removal of the Conversion Cap (as defined below) in compliance with NASDAQ Market Place Rule 5635(a), (b), (c) and (d) and NASDAQ Market Place Rule 5640, as applicable, or any similar shareholder approval rule (the “NASDAQ Shareholder Approval”), the shares of Series B Preferred Stock described herein shall not be convertible into, and the holders thereof shall not be entitled to exercise voting power with respect to, more than 19.99% of the number of shares of Common Stock outstanding immediately prior to January 10, 2011 (such limitation, the “Conversion Cap”). Dividends on each share of Series B Preferred Stock compound quarterly on each of March 15, June 15, September 15 and December 15 of each year and are added to the accrued value of such share used to calculate the number of shares of Common Stock into which such share may be converted and, therefore, subject to the prior to two sentences of this paragraph, the number of shares of Common Stock into which each share of Series B Preferred Stock may be converted is expected to increase over time.

On May 5, 2011 at the Annual Meeting of the Shareholders of the Issuer, the NASDAQ Shareholder Approval and all other necessary approvals required to remove the restrictions of the Conversion Cap were obtained. As of the date of this Amendment No. 2, the Series B Preferred Stock held by Investor is fully convertible at the Conversion Price and Investor is entitled to exercise voting power on an as-converted basis.

Neither the filing of this Schedule 13D (or any amendment or supplement thereto) nor any of its contents shall be deemed to constitute an admission by any Reporting Person, other than Investor (solely with respect to the shares of Series B Preferred Stock purchased by it pursuant to the First Closing and Second Closing of the Purchase Agreement), that it is the beneficial owner of any of the Series B Preferred Stock or Common Stock referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

20

Other than Investor, the Reporting Persons are not entitled to any rights as shareholders of the Issuer.

Except as set forth in this Item 5(a), none of the Reporting Persons and, to the knowledge of the Reporting Persons, no person named in Schedule A hereto beneficially owns any Series B Preferred Stock or any Common Stock.

 

  Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and restated in its entirety as follows:

Exhibit 1    Joint Filing Undertaking, dated as of February 11, 2011, by and among the Reporting Persons (which amends and restates Exhibit 1 to the Original 13D in its entirety).
Exhibit 2    Joint Filing Undertaking, dated as of May 19, 2011, by and among the Reporting Persons.
Exhibit 3    Joint Filing Undertaking, dated as of December 19, 2011, by and among the Reporting Persons.
Exhibit 4    Securities Purchase Agreement, dated as of January 10, 2011, by and among the Issuer and Investor (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on January 12, 2011).
Exhibit 5    Equity Commitment Letter, dated as of January 10, 2011, by and among the Issuer, Investor and the Apax Funds (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Issuer on January 12, 2011).
Exhibit 6    Statement with Respect to Shares of 8% Series B Convertible Participating Preferred Stock of the Issuer, dated as of January 31, 2011, filed by the Issuer with the Pennsylvania Corporation Bureau (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by the Issuer on February 4, 2011).
Exhibit 7    Investment Rights Agreement, dated as of February 1, 2011, by and among the Issuer and Investor (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on February 4, 2011).
Exhibit 8    Amended and Restated Voting and Standstill Agreement, dated as of February 1, 2011, by and among the Issuer, Investor and the Shareholders (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Issuer on February 4, 2011).

 

21

SIGNATURES

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

Date: December 19, 2011

 

VISCARIA LIMITED
By:  

/s/ Devora Har-Tuv

Name:  

Devora Har-Tuv

Title:   Director
APAX EUROPE VI-A, L.P.

By: Apax Partners Europe Managers Limited

Its: Manager

By:  

/s/ Nico Hansen

Name:  

Nico Hansen

Title:   Director
By:  

/s/ Steve Hare

Name:   Steve Hare
Title:   Authorized Signatory
APAX EUROPE VI-1, L.P.

By: Apax Partners Europe Managers Limited

Its: Manager

By:  

/s/ Nico Hansen

Name:  

Nico Hansen

Title:   Director
By:  

/s/ Steve Hare

Name:   Steve Hare
Title:   Authorized Signatory

SIGNATURE PAGE TO FORM 13D FILING

APAX EUROPE VII-A, L.P.

By: Apax Partners Europe Managers Limited

Its: Manager

By:  

/s/ Nico Hansen

Name:   Nico Hansen
Title:   Director
By:  

/s/ Steve Hare

Name:   Steve Hare
Title:   Authorized Signatory
APAX EUROPE VII-B, L.P.

By: Apax Partners Europe Managers Limited

Its: Manager

By:  

/s/ Nico Hansen

Name:   Nico Hansen
Title:   Director
By:  

/s/ Steve Hare

Name:   Steve Hare
Title:   Authorized Signatory
APAX EUROPE VII-1, L.P.

By: Apax Partners Europe Managers Limited

Its: Manager

By:  

/s/ Nico Hansen

Name:   Nico Hansen
Title:   Director
By:  

/s/ Steve Hare

Name:   Steve Hare
Title:   Authorized Signatory

SIGNATURE PAGE TO FORM 13D FILING

APAX US VII, L.P.
By:   Apax US VII GP L.P.
Its:   General Partner
By:   Apax US VII GP, Ltd.
Its:   General Partner
By:  

/s/ John F. Megrue

Name:   John F. Megrue
Title:   Chief Executive Officer
APAX EUROPE VI GP L.P. INC.
By:   Apax Europe VI GP Co. Limited
Its:   General Partner
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX EUROPE VI GP CO. LIMITED
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX EUROPE VII GP L.P. INC.
By:   Apax Europe VII GP Co. Limited
Its:   General Partner
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director

SIGNATURE PAGE TO FORM 13D FILING

APAX EUROPE VII GP CO. LIMITED
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX GUERNSEY (HOLDCO) PCC LIMITED
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX US VII GP, L.P.
By:   Apax US VII GP, Ltd.
Its:   General Partner
By:  

/s/ John F. Megrue

Name:   John F. Megrue
Title:   Chief Executive Officer
APAX US VII GP, LTD.
By:  

/s/ John F. Megrue

Name:   John F. Megrue
Title:   Chief Executive Officer
APAX PARTNERS EUROPE MANAGERS LTD
By:  

/s/ Steve Hare

Name:   Steve Hare
Title:   Authorized Signatory
By:  

/s/ Nico Hansen

Name:   Nico Hansen
Title:   Director
JOHN F. MEGRUE

/s/ John F. Megrue

John F. Megrue

SIGNATURE PAGE TO FORM 13D FILING

SCHEDULE A

Set forth below is the name, citizenship, business address and the present principal occupation or employment (and the name and, to the extent not provided in the Schedule 13D to which this Schedule A is attached, the principal business and address of any organization in which such employment is conducted) of each director and executive officer of the Reporting Persons who are corporations.

 

Name /

Citizenship

   

Business Address

   

Entity / Present Principal

Occupation or Employment

   

Principal Business /

Business Address

Devora Har-Tuv

(United States and Israel citizen)

   

Lemesou, 77

Elia House

P.C. 2121, Nicosia, Cyprus

    Viscaria Limited - Director   

Vivesh Ramsamy Pillay

(British citizen)

   

Lemesou, 77

Elia House

P.C. 2121, Nicosia, Cyprus

    Viscaria Limited - Director   

Sokratis Kominakis

(Greek citizen)

   

Lemesou, 77

Elia House

P.C. 2121, Nicosia, Cyprus

    Viscaria Limited - Director   

Andreas Athinodorou

(Cyprus citizen)

   

Lemesou, 77

Elia House

P.C. 2121, Nicosia, Cyprus

    Viscaria Limited - Director   

Alexis Xenophontos

(British citizen)

   

Lemesou, 77

Elia House

P.C. 2121, Nicosia, Cyprus

    Viscaria Limited - Director   

Jeremy Arnold

(Jersey citizen)

   

Third Floor, Royal Bank Place

1 Glategny Esplanade

St Peter Port, Guernsey

GY1 2HJ

   

Apax Europe VI GP Co. Limited - Director

 

Apax Europe VII GP Co. Limited - Director

 

Apax Guernsey (Holdco) PCC Limited - Director

   

Denise Fallaize

(Guernsey citizen)

   

Third Floor, Royal Bank Place

1 Glategny Esplanade

St Peter Port, Guernsey

GY1 2HJ

   

Apax Europe VI GP Co. Limited - Director

 

Apax Europe VII GP Co. Limited - Director

 

Apax Guernsey (Holdco) PCC Limited - Director

   

Andrew Guille

(Guernsey citizen)

   

Third Floor, Royal Bank Place

1 Glategny Esplanade

St Peter Port, Guernsey

GY1 2HJ

   

Apax Europe VI GP Co. Limited - Director

 

Apax Europe VII GP Co. Limited - Director

 

Apax Guernsey (Holdco) PCC Limited - Director

   

David Staples

(Guernsey citizen)

   

Third Floor, Royal Bank Place

1 Glategny Esplanade

St Peter Port, Guernsey

GY1 2HJ

   

Apax Europe VI GP Co. Limited - Director

 

Apax Europe VII GP Co. Limited - Director

   

Steve Hare

(British citizen)

   

33 Jermyn Street

London, SW1Y 6DN

United Kingdom

   

Apax Europe VI GP Co. Limited - Director

 

Apax Europe VII GP Co. Limited - Director

   

Martin Halusa

(Austrian citizen)

   

33 Jermyn Street

London, SW1Y 6DN

United Kingdom

    Apax Partners Europe Managers Ltd - Director   

Name /

Citizenship

   

Business Address

   

Entity / Present Principal
Occupation or Employment

   

Principal Business /

Business Address

Ian Jones

(British citizen)

   

33 Jermyn Street

London, SW1Y 6DN

United Kingdom

    Apax Partners Europe Managers Ltd - Director   

John F. Megrue

(United States citizen)

   

601 Lexington Avenue

53rd Floor

New York, New York 10022

   

Apax US VII GP, Ltd. - Director and CEO

 

Apax Partners, L.P. - CEO

   

601 Lexington Avenue

53rd Floor

New York, New York 10022

Nico Hansen

(German citizen)

   

33 Jermyn Street

London, SW1Y 6DN

United Kingdom

   

Apax US VII GP, Ltd. - Vice President

 

Apax Partners Europe Managers Ltd - Director

 

Apax Partners, L.P. - Vice President

   

Michael Phillips

(Canadian citizen)

   

Possartstr. 11, D-81679,

Munich

    Apax Partners Europe Managers Ltd - Director   

Robert Marsden

(United States citizen)

   

601 Lexington Avenue

53rd Floor

New York, New York 10022

   

Apax US VII GP, Ltd. - CFO

 

Apax Partners, L.P. - CFO

   

Christian Stahl

(German citizen)

   

33 Jermyn Street

London, SW1Y 6DN

United Kingdom

   

Apax US VII GP, Ltd. - Vice President

 

Apax Partners, L.P. - Vice President

   

William J. Gumina

(United States citizen)

   

601 Lexington Avenue

53rd Floor

New York, New York 10022

   

Apax US VII GP, Ltd. - Vice President

 

Apax Partners, L.P. - Vice President

   

Mitchell L. Truwit

(United States citizen)

   

601 Lexington Avenue

53rd Floor

New York, New York 10022

   

Apax US VII GP, Ltd. - Vice President

 

Apax Partners, L.P. - Vice President

   
EX-99.3 2 d270854dex993.htm EX-99.3 EX-99.3

EXHIBIT 3

AMENDMENT NO. 2 TO SCHEDULE 13D JOINT FILING UNDERTAKING

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Amendment No. 2 to Schedule 13D to which this joint filing undertaking is attached, and any amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

The execution and filing of this joint filing undertaking shall not be construed as an admission that the below-named parties are a group, or have agreed to act as a group.

Dated: December 19, 2011

 

VISCARIA LIMITED
By:  

/s/ Devora Har-Tuv

Name:  

Devora Har-Tuv

Title:   Director
APAX EUROPE VI-A, L.P.

By:

   Apax Partners Europe Managers Limited

Its:

   Manager
By:  

/s/ Nico Hansen

Name:  

Nico Hansen

Title:   Director
By:  

/s/ Steve Hare

Name:  

Steve Hare

Title:   Authorized Signatory
APAX EUROPE VI-1, L.P.
By:   Apax Partners Europe Managers Limited

Its:

  

Manager

By:  

/s/ Nico Hansen

Name:  

Nico Hansen

Title:   Director
By:  

/s/ Steve Hare

Name:  

Steve Hare

Title:   Authorized Signatory
APAX EUROPE VII-A, L.P.
By:   Apax Partners Europe Managers Limited
Its:   Manager
By:  

/s/ Nico Hansen

Name:  

Nico Hansen

Title:   Director
By:  

/s/ Steve Hare

Name:   Steve Hare

Title:

   Authorized Signatory

SIGNATURE PAGE TO JOINT FILING UNDERTAKING

APAX EUROPE VII-B, L.P.
By:   Apax Partners Europe Managers Limited
Its:  

Manager

By:  

/s/ Nico Hansen

Name:  

Nico Hansen

Title:   Director
By:  

/s/ Steve Hare

Name:  

Steve Hare

Title:   Authorized Signatory
APAX EUROPE VII-1, L.P.
By:   Apax Partners Europe Managers Limited
Its:  

Manager

By:  

/s/ Nico Hansen

Name:  

Nico Hansen

Title:   Director
By:  

/s/ Steve Hare

Name:  

Steve Hare

Title:   Authorized Signatory

SIGNATURE PAGE TO JOINT FILING UNDERTAKING

APAX US VII, L.P.
By:   Apax US VII GP L.P.
Its:   General Partner
By:   Apax US VII GP, Ltd.
Its:   General Partner
By:  

/s/ John F. Megrue

Name:   John F. Megrue
Title:   Chief Executive Officer
APAX EUROPE VI GP L.P. INC.
By:   Apax Europe VI GP Co. Limited
Its:   General Partner
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX EUROPE VI GP CO. LIMITED
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX EUROPE VII GP L.P. INC.
By:   Apax Europe VII GP Co. Limited
Its:   General Partner
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX EUROPE VII GP CO. LIMITED
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director
APAX GUERNSEY (HOLDCO) PCC LIMITED
By:  

/s/ Andrew W. Guille

Name:   Andrew W. Guille
Title:   Director

SIGNATURE PAGE TO JOINT FILING UNDERTAKING

APAX US VII GP, L.P.
By:   Apax US VII GP, Ltd.
Its:   General Partner
By:  

/s/ John F. Megrue

Name:   John F. Megrue
Title:   Chief Executive Officer
APAX US VII GP, LTD.
By:  

/s/ John F. Megrue

Name:   John F. Megrue
Title:   Chief Executive Officer
APAX PARTNERS EUROPE MANAGERS LTD
By:  

/s/ Steve Hare

Name:   Steve Hare
Title:   Authorized Signatory
By:  

/s/ Nico Hansen

Name:   Nico Hansen
Title:   Director
JOHN F. MEGRUE

/s/ John F. Megrue

John F. Megrue

SIGNATURE PAGE TO JOINT FILING UNDERTAKING