1
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NAME OF REPORTING PERSONS
AO Partners I, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(b) o
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3
|
SEC USE ONLY
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
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6
|
SHARED VOTING POWER
263,022
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|||
7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
263,022
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,022
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
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12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1
|
NAME OF REPORTING PERSONS
AO Partners, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(b) ¨
|
||
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)
|
¨
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||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
263,022
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
263,022
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,022
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAME OF REPORTING PERSONS
Nicholas J. Swenson
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
263,022
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
263,022
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,022
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
●
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AO Partners I, L.P., a Delaware limited partnership (“AO Partners Fund”).
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●
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AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners (“AO Partners”).
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●
|
Nicholas J. Swenson as the Managing Member of AO Partners.
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Name
|
Shares of Common Stock
Beneficially Owned
|
Percentage of Shares of Common Stock Beneficially Owned
|
AO Partners Fund
|
263,022
|
10.8%
|
AO Partners
|
263,022
|
10.8%
|
Nicholas J. Swenson
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263,022
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10.8%
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Name
|
Trade Date
|
Number of
Shares
Purchased
|
Price Per Share
|
Where and How
Transaction was
Effected
|
AO Partners
|
03/22/2012
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3,096
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$ 9.5000
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Open market purchase
|
AO Partners
|
03/23/2012
|
928
|
9.4615
|
Open market purchase
|
AO Partners
|
03/26/2012
|
100
|
9.4700
|
Open market purchase
|
AO Partners
|
03/30/2012
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1,608
|
9.5488
|
Open market purchase
|
AO Partners
|
04/02/2012
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3,168
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9.5059
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Open market purchase
|
AO Partners
|
04/03/2012
|
4,895
|
9.5866
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Open market purchase
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Exhibit No.
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Description
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1
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Joint Filing Agreement*
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2
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March 30, 2012 Letter from Nick Swenson to the Chairman and Chief Executive Officer of the Issuer
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_____________________
* Previously filed
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AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
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/s/ Nicholas J. Swenson
Nicholas J. Swenson
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●
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Contract financial analyst for a Minneapolis-based hedge fund targeting high-yield debt and micro-cap equities
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●
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Source investment ideas, perform due diligence, build financial forecasts, and write investment summaries
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●
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Meet with public company executives, create investor marketing presentations, and maintain target database
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●
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Consulted for a New York-based long/short equity hedge fund focusing on small and micro-cap equities
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●
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Researched and analyzed company financial reports, industry landscapes, and global macroeconomic trends
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●
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Developed investment theses, structured investments, determined valuation ranges, and co-managed risk profile
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●
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Member of an 8-person team formed in partnership with Whitebox Advisors LLC, a $4 billion multi-strategy hedge fund, to source, execute, and manage debt and equity investments in distressed automotive suppliers
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●
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Performed extensive transaction due diligence and produced leverage buyout and liquidation valuation analyses
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●
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Worked with portfolio company teams to create and manage dynamic monthly budget models (IS/BS/CFS) with variance analysis, 13-week cash flow forecasts, weekly performance tracking reports, and lender presentations
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●
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Participated in management’s evaluation and implementation of Plex Online, a software as a service ERP system
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●
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Spin-off and corporate restructuring of Tecstar Automotive, a wholly-owned subsidiary of Quantum Fuel Systems (NASDAQ: QTWW), and subsequent spin-offs of Powertrain Integration and Troy Tooling & Manufacturing
|
●
|
$3 million equity recapitalization of Cadillac Casting Inc. and 3Point Machine Inc. ($100+ million of annual sales)
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●
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$5 million debt capital raise for a plastic injection molder owned by Monomoy Capital Partners
|
●
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Member of a 9-person team that invested in agriculture, timber, mining, and environmental properties/businesses
|
●
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Performed financial, industry, and operational due diligence and worked with managers to optimize asset returns
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●
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Constructed discounted cash flow models with detailed scenario analysis, debt schedules, and IRR calculations
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●
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Built weekly, monthly, and annual budgets for platform and add-on acquisitions as well as tracking models
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●
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Analyzed operating performance, credit compliance, insurance profile, liquidity, and business growth initiatives
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●
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Participated in key portfolio company hires, business strategy decisions, and streamlining corporate processes
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●
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$10 million add-on acquisition by Texas-based dimensional stone quarry and ensuing integration of operations
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●
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$8 million acquisition of Indiana-based surface coal mine and later joint venture with Headwaters (NYSE: HW)
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●
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$4 million leveraged recapitalization of Alabama-based sand and gravel business
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●
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$28 million acquisition of 48,000 acres of timberland in the southeastern United States and subsequent divestiture
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●
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2005 Men’s Varsity Soccer Captain (Nationally-Ranked NCAA Division III)
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●
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Proficient in Microsoft Word, Excel, Power Point, Publisher, Bloomberg, and Capital IQ
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●
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Advisory board member, Fogged Clarity (non-profit arts review), Norton Shores, MI 2008 - Present
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●
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Advisory board member, Vela Capital, LLC, New York, NY 2008 - Present
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●
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Mentor, Wheaton College Men’s Varsity Soccer, Wheaton, IL 2010 - Present
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●
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Assistant coach, Mona Shores High School Boys Varsity Soccer, Norton Shores, MI 2010 - Present
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