1
|
NAME OF REPORTING PERSON
COBB H. SADLER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
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
79,900
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
79,900
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,900
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
EDWARD T. SHADEK
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
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
1,773,164
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,773,164
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,164
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ROBERT ELLSWORTH
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
818,388
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
818,388
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
818,388
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ALEX MASHINSKY
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
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
68,200
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
68,200
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,200
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
RICHARD A. KARP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MAGUIRE FINANCIAL, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
1,023,900
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,023,900
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,900
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
MAGUIRE ASSET MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
1,023,900
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,023,900
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,900
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
TIMOTHY MAGUIRE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,023,900
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,023,900
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,900
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Cobb H. Sadler;
|
|
(ii)
|
Edward T. Shadek;
|
|
(iii)
|
Robert Ellsworth;
|
|
(iv)
|
Alex Mashinsky;
|
|
(v)
|
Richard A. Karp;
|
|
(vi)
|
Maguire Financial, LP, a Delaware limited partnership (the “Maguire Fund”);
|
|
(vii)
|
Maguire Asset Management, LLC, a Delaware limited liability company (“Maguire Asset Management”); and
|
|
(viii)
|
Timothy Maguire.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
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
|
Amended and Restated Joint Filing and Solicitation Agreement by and among Maguire Financial, LP, Maguire Asset Management, LLC, and Messrs. Sadler, Shadek, Ellsworth, Mashinsky, Karp and Maguire, dated April 7, 2014.
|
/s/ Cobb H. Sadler
|
|
COBB H. SADLER
|
/s/ Edward T. Shadek
|
|
EDWARD T. SHADEK
|
/s/ Robert Ellsworth
|
|
ROBERT ELLSWORTH
|
/s/ Alex Mashinsky
|
|
ALEX MASHINSKY
|
/s/ Richard A. Karp
|
|
RICHARD A. KARP
|
MAGUIRE FINANCIAL, LP
|
||||
By:
|
Maguire Asset Management, LLC, its general partner
|
|||
By:
|
/s/ Timothy Maguire
|
|||
Name:
|
Timothy Maguire
|
|||
Title:
|
Managing Member
|
MAGUIRE ASSET MANAGEMENT, LLC
|
||||
By:
|
Maguire Asset Management, LLC, its general partner
|
|||
By:
|
/s/ Timothy Maguire
|
|||
Name:
|
Timothy Maguire
|
|||
Title:
|
Managing Member
|
/s/ Timothy Maguire
|
|
TIMOTHY MAGUIRE
|
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
66,917
|
1.8159
|
04/01/2014
|
71,795
|
1.8158
|
04/01/2014
|
20,138
|
1.8847
|
04/01/2014
|
570,239
|
1.9894
|
04/02/2014
|
266,500
|
2.0016
|
04/03/2014
|
28,311
|
1.9851
|
04/04/2014
|
/s/ Cobb H. Sadler
|
|
COBB H. SADLER
|
/s/ Edward T. Shadek
|
|
EDWARD T. SHADEK
|
/s/ Robert Ellsworth
|
|
ROBERT ELLSWORTH
|
/s/ Alex Mashinsky
|
|
ALEX MASHINSKY
|
/s/ Richard A. Karp
|
|
RICHARD A. KARP
|
MAGUIRE FINANCIAL, LP
|
||||
By:
|
Maguire Asset Management, LLC, its general partner
|
|||
By:
|
/s/ Timothy Maguire
|
|||
Name:
|
Timothy Maguire
|
|||
Title:
|
Managing Member
|
MAGUIRE ASSET MANAGEMENT, LLC
|
||||
By:
|
Maguire Asset Management, LLC, its general partner
|
|||
By:
|
/s/ Timothy Maguire
|
|||
Name:
|
Timothy Maguire
|
|||
Title:
|
Managing Member
|
/s/ Timothy Maguire
|
|
TIMOTHY MAGUIRE
|