-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GD0aUZ8M6EpkLaPCHhPNKhNZDNH8mt0jyqC0PAuAmFPiwhY6xaL/tFgmJIiL7LjS 1jGoHqmb3L5RidadxPUipg== 0001104659-07-052162.txt : 20070703 0001104659-07-052162.hdr.sgml : 20070703 20070703162505 ACCESSION NUMBER: 0001104659-07-052162 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 GROUP MEMBERS: HOWARD C. LANDIS GROUP MEMBERS: JAMES A. PARSONS GROUP MEMBERS: MICHAEL J. FOSTER GROUP MEMBERS: RFE ASSOCIATES V, L.P. GROUP MEMBERS: RFE ASSOCIATES VI SBIC, LLC GROUP MEMBERS: RFE ASSOCIATES VI, LLC GROUP MEMBERS: RFE INVESTMENT PARTNERS VI, L.P. GROUP MEMBERS: RFE MANAGEMENT CORP. GROUP MEMBERS: RFE VI SBIC, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUN HEALTHCARE GROUP INC CENTRAL INDEX KEY: 0000904978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 850410612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44869 FILM NUMBER: 07961190 BUSINESS ADDRESS: STREET 1: 101 SUN AVENUE N E CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5058213355 MAIL ADDRESS: STREET 1: 101 SUN LANE N E CITY: ALBUQERQUE STATE: NM ZIP: 87109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RFE Investment Partners V, L.P. CENTRAL INDEX KEY: 0001319564 IRS NUMBER: 061408380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 36 GROVE STREET CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 203-966-2800 MAIL ADDRESS: STREET 1: 36 GROVE STREET CITY: NEW CANAAN STATE: CT ZIP: 06840 SC 13D/A 1 a07-18070_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Sun Healthcare Group, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

866933401

(CUSIP Number)

 

Michael J. Foster

RFE Management Corp.

36 Grove Street

New Canaan, CT 06840

(203) 966-2800

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

 

Copies to:

Charles J. Downey III, Esq.

Finn Dixon & Herling LLP

177 Broad Street, 15th Floor

Stamford, CT 06901

(203) 325-5000

 

May 31, 2007

(Date of Event which Requires Filing of this Statement)




CUSIP No.  866933401

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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




 

CUSIP No.   866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

RFE Investment Partners V, L.P.
06-1408380

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

427,148

 

8.

Shared Voting Power

358

 

9.

Sole Dispositive Power

213,574

 

10.

Shared Dispositive Power

358

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

427,506

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

1.0%

 

 

14.

Type of Reporting Person (See Instructions)

PN

 

3




 

CUSIP No.   866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

RFE VI SBIC, L.P.
06-1516774

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

428,807

 

8.

Shared Voting Power

358

 

9.

Sole Dispositive Power

214,404

 

10.

Shared Dispositive Power

358

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

429,165

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

1.0%

 

 

14.

Type of Reporting Person (See Instructions)

PN

 

4




 

CUSIP No.   866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

RFE Associates V, L.P.
06-1408390

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None

 

8.

Shared Voting Power

427,506

 

9.

Sole Dispositive Power

None.

 

10.

Shared Dispositive Power

213,932

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

427,506

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

1.0%

 

 

14.

Type of Reporting Person (See Instructions)

PN

 

5




 

CUSIP No. 866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

RFE Associates VI SBIC, LLC
06-1516773

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None.

 

8.

Shared Voting Power

429,165

 

9.

Sole Dispositive Power

None.

 

10.

Shared Dispositive Power

214,762

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

429,165

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

1.0%

 

 

14.

Type of Reporting Person (See Instructions)

OO-LLC

 

6




 

CUSIP No. 866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

RFE Investment Partners VI, L.P.
06-1516771

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None.

 

8.

Shared Voting Power

429,165

 

9.

Sole Dispositive Power

None.

 

10.

Shared Dispositive Power

214,762

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

429,165

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

1.0%

 

 

14.

Type of Reporting Person (See Instructions)

PN

 

7




 

CUSIP No. 866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

RFE Associates VI, LLC
06-1516769

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None.

 

8.

Shared Voting Power

429,165

 

9.

Sole Dispositive Power

None.

 

10.

Shared Dispositive Power

214,762

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

429,165

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

1.0%

 

 

14.

Type of Reporting Person (See Instructions)

OO - LLC

 

8




CUSIP No.  866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

RFE Management Corp.

 

22-2465998

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None.

 

8.

Shared Voting Power

856,671

 

9.

Sole Dispositive Power

None

 

10.

Shared Dispositive Power

428,694

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

856,671

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

2.0%

 

 

14.

Type of Reporting Person (See Instructions)

CO

 

9




 

CUSIP No.  866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Michael J. Foster

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None.

 

8.

Shared Voting Power

856,671

 

9.

Sole Dispositive Power

None

 

10.

Shared Dispositive Power

428,694

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

856,671

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

2.0%

 

 

14.

Type of Reporting Person (See Instructions)

IN

 

10




 

CUSIP No.  866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

James A. Parsons

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None.

 

8.

Shared Voting Power

856,671

 

9.

Sole Dispositive Power

None

 

10.

Shared Dispositive Power

428,694

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

856,671

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

2.0%

 

 

14.

Type of Reporting Person (See Instructions)

IN

 

11




 

CUSIP No.  866933401

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Howard C. Landis

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

OO - Share exchange in connection with a merger

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization

United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

None.

 

8.

Shared Voting Power

856,671

 

9.

Sole Dispositive Power

None

 

10.

Shared Dispositive Power

428,694

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

856,671

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

2.0%

 

 

14.

Type of Reporting Person (See Instructions)

IN

 

12




CUSIP No.  866933401

Statement on Schedule 13D

This Amendment No. 4 to Statement on Schedule 13D relates to the beneficial ownership of common stock, par value $0.01 per share (the “Common Stock”), of Sun Healthcare Group, Inc., a Delaware corporation (the “Company”).  This Amendment No. 4 to Schedule 13D is being filed on behalf of the Reporting Persons (as defined below) and amends and supplements the Schedule 13D originally filed by the Reporting Persons on December 13, 2005, as heretofore amended. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D.

As a result of recent sales of Common Stock of the Company, the Reporting Persons’ interest in the Company’s Common Stock has been reduced below 5% of the outstanding shares of the Company. Accordingly, this is the final Schedule 13D amendment to be filed by the Reporting Persons.

ITEM 5.                     INTEREST IN SECURITIES OF THE ISSUER.

The first sentence of Items 5(a) and (b) is hereby amended and restated in its entirety as follows:

(a) and (b)              The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 42,929,420 shares of Common Stock outstanding, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007.  Amounts reported as being beneficially owned by the Reporting Persons include a portion of 1,432 restricted stock units held by Michael J. Foster on behalf of RFE Investment Partners V and a portion of 1,433 restricted stock units held by Michael J. Foster on behalf of RFE VI SBIC.  Such restricted stock units were granted on December 9, 2005 and vest in 25% installments on each of December 9, 2006, 2007, 2008 and 2009 (the 25% vested portion of each restricted stock unit, or 358 shares, is reflected in this Schedule 13D as being beneficially owned as of the date hereof).

Item 5(c) is hereby supplemented as follows:

(c)           During the sixty (60) days preceding July 3, 2007, the following transactions in the Common Stock have been effected by the Reporting Persons.

Date

 

Reporting Person

 

No. Shares

 

Price

 

Nature of Transaction

5/18/07

 

RFE Investment Partners V

 

50,000

 

$14.23

 

Sale by Broker under Rule 10b5-1 Plan

5/18/07

 

RFE VI SBIC

 

50,000

 

$14.23

 

Sale by Broker under Rule 10b5-1 Plan

5/21/07

 

RFE Investment Partners V

 

73,350

 

$14.5141

 

Sale by Broker under Rule 10b5-1 Plan

5/21/07

 

RFE VI SBIC

 

73,350

 

$14.5141

 

Sale by Broker under Rule 10b5-1 Plan

5/22/07

 

RFE Investment Partners V

 

79,500

 

$14.1411

 

Sale by Broker under Rule 10b5-1 Plan

5/22/07

 

RFE VI SBIC

 

79,500

 

$14.1411

 

Sale by Broker under Rule 10b5-1 Plan

5/23/07

 

RFE Investment Partners V

 

60,250

 

$14.1958

 

Sale by Broker under Rule 10b5-1 Plan

5/23/07

 

RFE VI SBIC

 

60,250

 

$14.1958

 

Sale by Broker under Rule 10b5-1 Plan

 

13




CUSIP No.  866933401

 

5/24/07

 

RFE Investment Partners V

 

68,300

 

$14.2327

 

Sale by Broker under Rule 10b5-1 Plan

5/24/07

 

RFE VI SBIC

 

68,300

 

$14.2327

 

Sale by Broker under Rule 10b5-1 Plan

5/25/07

 

RFE Investment Partners V

 

52,250

 

$14.2317

 

Sale by Broker under Rule 10b5-1 Plan

5/25/07

 

RFE VI SBIC

 

52,250

 

$14.2317

 

Sale by Broker under Rule 10b5-1 Plan

5/29/07

 

RFE Investment Partners V

 

200,000

 

$14.3422

 

Sale by Broker under Rule 10b5-1 Plan

5/29/07

 

RFE VI SBIC

 

200,000

 

$14.3422

 

Sale by Broker under Rule 10b5-1 Plan

5/30/07

 

RFE Investment Partners V

 

57,500

 

$14.4214

 

Sale by Broker under Rule 10b5-1 Plan

5/30/07

 

RFE VI SBIC

 

57,500

 

$14.4214

 

Sale by Broker under Rule 10b5-1 Plan

5/31/07

 

RFE Investment Partners V

 

91,670

 

$14.4432

 

Sale by Broker under Rule 10b5-1 Plan

5/31/07

 

RFE VI SBIC

 

91,670

 

$14.4432

 

Sale by Broker under Rule 10b5-1 Plan

6/01/07

 

RFE Investment Partners V

 

12,463

 

$14.3410

 

Sale by Broker under Rule 10b5-1 Plan

6/01/07

 

RFE VI SBIC

 

12,463

 

$14.3410

 

Sale by Broker under Rule 10b5-1 Plan

6/04/07

 

RFE Investment Partners V

 

72,600

 

$14.2234

 

Sale by Broker under Rule 10b5-1 Plan

6/04/07

 

RFE VI SBIC

 

72,600

 

$14.2234

 

Sale by Broker under Rule 10b5-1 Plan

6/05/07

 

RFE Investment Partners V

 

12,500

 

$13.95

 

Sale by Broker under Rule 10b5-1 Plan

6/05/07

 

RFE VI SBIC

 

12,500

 

$13.95

 

Sale by Broker under Rule 10b5-1 Plan

6/06/07

 

RFE Investment Partners V

 

19,250

 

$13.8246

 

Sale by Broker under Rule 10b5-1 Plan

6/06/07

 

RFE VI SBIC

 

19,250

 

$13.8246

 

Sale by Broker under Rule 10b5-1 Plan

6/07/07

 

RFE Investment Partners V

 

30,000

 

$14.0065

 

Sale by Broker under Rule 10b5-1 Plan

6/07/07

 

RFE VI SBIC

 

30,000

 

$14.0065

 

Sale by Broker under Rule 10b5-1 Plan

6/08/07

 

RFE Investment Partners V

 

7,250

 

$13.8506

 

Sale by Broker under Rule 10b5-1 Plan

6/08/07

 

RFE VI SBIC

 

7,250

 

$13.8506

 

Sale by Broker under Rule 10b5-1 Plan

6/12/07

 

RFE Investment Partners V

 

53,250

 

$13.4307

 

Sale by Broker under Rule 10b5-1 Plan

6/12/07

 

RFE VI SBIC

 

53,250

 

$13.4307

 

Sale by Broker under Rule 10b5-1 Plan

6/13/07

 

RFE Investment Partners V

 

37,500

 

$13.4453

 

Sale by Broker under Rule 10b5-1 Plan

 

14




CUSIP No.  866933401

 

6/13/07

 

RFE VI SBIC

 

37,500

 

$13.4453

 

Sale by Broker under Rule 10b5-1 Plan

6/14/07

 

RFE Investment Partners V

 

100,000

 

$13.5169

 

Sale by Broker under Rule 10b5-1 Plan

6/14/07

 

RFE VI SBIC

 

100,000

 

$13.5169

 

Sale by Broker under Rule 10b5-1 Plan

6/15/07

 

RFE Investment Partners V

 

75,000

 

$13.8032

 

Sale by Broker under Rule 10b5-1 Plan

6/15/07

 

RFE VI SBIC

 

75,000

 

$13.8032

 

Sale by Broker under Rule 10b5-1 Plan

6/18/07

 

RFE Investment Partners V

 

50,000

 

$13.95

 

Sale by Broker under Rule 10b5-1 Plan

6/18/07

 

RFE VI SBIC

 

50,000

 

$13.95

 

Sale by Broker under Rule 10b5-1 Plan

6/20/07

 

RFE Investment Partners V

 

75,000

 

$13.85

 

Sale by Broker under Rule 10b5-1 Plan

6/20/07

 

RFE VI SBIC

 

75,000

 

$13.85

 

Sale by Broker under Rule 10b5-1 Plan

6/25/07

 

RFE Investment Partners V

 

10,000

 

$14.1653

 

Sale by Broker under Rule 10b5-1 Plan

6/25/07

 

RFE VI SBIC

 

10,000

 

$14.1653

 

Sale by Broker under Rule 10b5-1 Plan

6/27/07

 

RFE Investment Partners V

 

142,000

 

$14.2542

 

Sale by Broker under Rule 10b5-1 Plan

6/27/07

 

RFE VI SBIC

 

142,000

 

$14.2542

 

Sale by Broker under Rule 10b5-1 Plan

6/28/07

 

RFE Investment Partners V

 

115,376

 

$14.4972

 

Sale by Broker under Rule 10b5-1 Plan

6/28/07

 

RFE VI SBIC

 

115,376

 

$14.4972

 

Sale by Broker under Rule 10b5-1 Plan

6/28/07

 

RFE VI SBIC

 

9,911

 

$14.6005

 

Sale by Broker under Rule 10b5-1 Plan

 

ITEM 7.                     MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A

 

Agreement of Reporting Persons, dated December 9, 2005, among the Reporting Persons (previously filed).

 

 

 

Exhibit B

 

Power of Attorney (previously filed).

 

 

 

Exhibit C

 

Stockholders Agreement, dated as of May 16, 2005, Amendment No. 1 to the Stockholders’ Agreement, dated as of July 7, 2005, and Amendment No. 2 to the Stockholders’ Agreement, dated as of September 16, 2005, each by and among the Company and the stockholders named therein (filed as Appendix C to the Company’s Proxy Statement filed with the Commission on September 22, 2005, and incorporated herein by reference).

 

 

 

Exhibit D

 

Registration Rights Agreement, dated as of May 16, 2005 and Amendment No. 1 to the Registration Rights Agreement, dated as of July 7, 2005, each by and among the

 

15




CUSIP NO. 866933401

 

 

Company and the stockholders named therein (filed as Appendix D to the Company’s Proxy Statement filed with the Commission on September 22, 2005, and incorporated herein by reference).

 

 

 

Exhibit E

 

Form of Rule 10b5-1 Plan between each of RFE Investment Partners V and RFE VI SBIC and Jefferies & Company, Inc. (Exhibits thereto to be furnished to the Securities and Exchange Commission upon request) (previously filed).

 

 

 

Exhibit F

 

Forms of amendment to each Rule 10b5-1 Plan (previously filed).

 

 

 

Exhibit G

 

Agreement, dated as of January 17, 2007, by and between the Company, DFW Capital Partners, L.P., Steelhead Investments Ltd. and, for purposes of Sections 3 and 4 of the Agreement only, RFE Investment Partners V and RFE VI SBIC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 15, 2007 and incorporated herein by reference).

 

 

 

Exhibit H

 

Agreement dated as of May 9, 2007, by and between the Company and RFE Investment Partners V and RFE VI SBIC (previously filed).

 

 

 

Exhibit I

 

Forms of Amendment No. 2 to each Rule 10b5-1 Plan (Exhibits thereto to be furnished to the Securities and Exchange Commission upon request) (previously filed).

16




CUSIP NO. 866933401

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  July 3, 2007

Entities:

RFE Investment Partners V, L.P.

RFE VI SBIC, L.P.

RFE Associates V, L.P.

RFE Associates VI SBIC, LLC

RFE Investment Partners VI, L.P.

RFE Associates VI, LLC

RFE Management Corp.

By:

/s/ James A. Parsons

 

 

James A. Parsons, as

 

 

General Partner or

 

 

Managing Member or as

 

 

Attorney-in-fact for the

 

 

above-listed entities

 

Individuals:

Michael J. Foster

James A. Parsons

Howard C. Landis

 

By:

/s/ James A. Parsons

 

 

James A. Parsons,

 

 

Individually and as

 

 

Attorney-in-fact for the

 

 

above-listed individuals

 

17




CUSIP NO. 866933401

 

INDEX TO EXHIBITS

 

 

 

Page

 

 

 

 

 

EXHIBIT A

 

Agreement of Reporting Persons, dated December 13, 2005, among the Reporting Persons (previously filed).

 

 

 

 

 

 

 

EXHIBIT B

 

Power of Attorney (previously filed).

 

 

 

 

 

 

 

EXHIBIT C

 

Stockholders Agreement, dated as of May 16, 2005, Amendment No. 1 to the Stockholders’ Agreement, dated as of July 7, 2005, and Amendment No. 2 to the Stockholders’ Agreement, dated as of September 16, 2005, each by and among the Company and the stockholders named therein (filed as Appendix C to the Company’s Proxy Statement filed with the Commission on September 22, 2005, and incorporated herein by reference).

 

 

 

 

 

 

 

EXHIBIT D

 

Registration Rights Agreement, dated as of May 16, 2005 and Amendment No. 1 to the Registration Rights Agreement, dated as of July 7, 2005, each by and among the Company and the stockholders named therein (filed as Appendix D to the Company’s Proxy Statement filed with the Commission on September 22, 2005, and incorporated herein by reference)

 

 

 

 

 

 

 

EXHIBIT E

 

Form of Rule 10b5-1 Plan between each of RFE Investment Partners V and RFE VI SBIC and Jefferies & Company, Inc. (Exhibits thereto to be furnished to the Securities and Exchange Commission upon request) (previously filed).

 

 

 

 

 

 

 

Exhibit F

 

Forms of amendment to each Rule 10b5-1 Plan (previously filed).

 

 

 

 

 

 

 

Exhibit G

 

Agreement, dated as of January 17, 2007, by and between the Company, DFW Capital Partners, L.P., Steelhead Investments Ltd. and, for purposes of Sections 3 and 4 of the Agreement only, RFE Investment Partners V and RFE VI SBIC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 15, 2007 and incorporated herein by reference).

 

 

 

 

 

 

 

Exhibit H

 

Agreement dated as of May 9, 2007, by and between the Company and RFE Investment Partners V and RFE VI SBIC (previously filed).

 

 

 

 

 

 

 

Exhibit I

 

Forms of Amendment No. 2 to each Rule 10b5-1 Plan (Exhibits thereto to be furnished to the Securities and Exchange Commission upon request) (previously filed).

 

 

 

18



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