SC 13D/A 1 sc13da209168002_03292013.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da209168002_03292013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Endeavour International Corporation
(Name of Issuer)

Common Shares, $0.001 par value per share
(Title of Class of Securities)

29259G200
(CUSIP Number)
 
ENDEAVOUR INVESTORS FOR SHAREHOLDER VALUE
Jared S. Sturdivant
O-CAP Management, L.P.
600 Madison Avenue, 14th Floor
New York, New York 10022
212-554-4622

Jeffrey E. Eberwein
One Stamford Plaza
263 Tresser Blvd, 9th Floor
Stamford, Connecticut 06901
203-564-1405

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 29, 2013
(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 x.

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.

_______________
1              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. 29259G200
 
1
NAME OF REPORTING PERSON
 
JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
550,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
550,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
550,0001
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
IN
 

1 Shares held in a revocable trust.
 
 
2

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
O-CAP MANAGEMENT, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,089,774
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,089,774
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,089,7741
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
IA
 

1 Includes 325,000 shares of Common Stock underlying certain options exercisable within 60 days.
 
 
3

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
O-CAP PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
969,915
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
969,915
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
969,9151
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
PN


1 Includes 186,300 shares of Common Stock underlying certain options exercisable within 60 days.

 
4

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
O-CAP OFFSHORE MASTER FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
695,116
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
695,116
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
695,1161
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
PN


1 Includes 138,700 shares of Common Stock underlying certain options exercisable within 60 days.
 
 
5

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
O-CAP OFFSHORE FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
695,116
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
695,116
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
695,1161
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
CO
 

1 Includes 138,700 shares of Common Stock underlying certain options exercisable within 60 days.
 
 
6

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
O-CAP ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,665,031
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,665,031
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,665,0311
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
14
TYPE OF REPORTING PERSON
 
OO


1 Includes 325,000 shares of Common Stock underlying certain options exercisable within 60 days.

 
7

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
O-CAP GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,089,774
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,089,774
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,089,7741
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
OO


1 Includes 325,000 shares of Common Stock underlying certain options exercisable within 60 days.

 
8

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
MICHAEL E. OLSHAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
2,089,774
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,089,774
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,089,7741
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
IN


1 Includes 325,000 shares of Common Stock underlying certain options exercisable within 60 days.

 
9

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
JARED S. STURDIVANT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
19,500
8
SHARED VOTING POWER
 
2,089,774
9
SOLE DISPOSITIVE POWER
 
19,500
10
SHARED DISPOSITIVE POWER
 
2,089,774
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,109,2741
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
IN
 

1 Includes 325,000 shares of Common Stock underlying certain options exercisable within 60 days.

 
10

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
STEELHEAD NAVIGATOR MASTER, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,185,013
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,185,013
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,185,013
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%
14
TYPE OF REPORTING PERSON
 
PN

 
11

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
STEELHEAD PARTNERS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,195,013
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,342,979
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,342,9791
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.4%
14
TYPE OF REPORTING PERSON
 
IA
 

1 Includes 147,966 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.

 
12

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
JAMES MICHAEL JOHNSTON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
6,195,013
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,342,979
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,342,9791
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.4%
14
TYPE OF REPORTING PERSON
 
IN, HC
 

1 Includes 147,966 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.

 
13

 
CUSIP NO. 29259G200
 
1
NAME OF REPORTING PERSON
 
BRIAN KATZ KLEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
- 0 -
8
SHARED VOTING POWER
 
6,195,013
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,342,979
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,342,9791
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.4%
14
TYPE OF REPORTING PERSON
 
IN, HC


1 Includes 147,966 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.

 
14

 
CUSIP NO. 29259G200
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the termination of that certain Joint Filing Agreement, as further described in Item 6, which termination became effective as of March 29, 2013, and the dissolution of Endeavour Investors for Shareholder Value (“EISV”), each of Mr. Eberwein, O-CAPMGT, O-CAPLP, O-CAPOFF, O-CAPMF, O-CAPADV, O-CAPGP and Messrs. Olshan and Sturdivant are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2.  The remaining Reporting Persons will continue to make filings required under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.  Each of the remaining Reporting Persons is party to that certain Joint Filing Undertaking, as further described in Item 6.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The 550,000 shares of Common Stock beneficially owned by Mr. Eberwein are held in a revocable trust and were purchased with personal funds in open market purchases for an aggregate purchase price of $3,136,600 including brokerage commissions.
 
The shares of Common Stock purchased by each of O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 969,915 shares of Common Stock beneficially owned by O-CAPLP is approximately $5,575,341, including brokerage commissions.  Such aggregate purchase price includes $206,488, which is the purchase price of certain options exercisable into 186,300 shares of Common Stock.  The aggregate purchase price of the 695,116 shares of Common Stock beneficially owned by O-CAPMF is approximately $3,937,349, including brokerage commissions.  Such aggregate purchase price includes $153,716, which is the purchase price of certain options exercisable into 138,700 shares of Common Stock. The aggregate purchase price of the 424,743 shares of Common Stock held in the O-CAP Managed Accounts is approximately $2,996,244, including brokerage commissions.  The 19,500 shares of Common Stock individually owned by Mr. Sturdivant were purchased with personal funds in open market purchases for an aggregate purchase price of $208,455, including brokerage commissions.
 
The shares of Common Stock purchased by Steelhead Navigator and held in the Steelhead Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 6,185,013 shares of Common Stock beneficially owned by Steelhead Navigator is approximately $51,533,188, including brokerage commissions.  The aggregate purchase price of the 157,966 shares of Common Stock held in the Steelhead Managed Accounts is approximately $1,294,497, including brokerage commissions.
 
 
15

 
CUSIP NO. 29259G200
 
Item 5.
Interest in Securities of the Issuer.
 
 
Items 5(a) - (c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of shares of Common Stock reported owned by each person named herein is calculated using as the numerator the respective shares of Common Stock held by each Reporting Person, including shares of Common Stock issuable upon exercise of certain options, and as the denominator 47,400,000 shares of Common Stock outstanding, as of March 13, 2013, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2013 plus the number of shares of Common Stock issuable upon the exercise of the options held by such Reporting Person.
 
As of the close of business on April 2, 2013, Mr. Eberwein beneficially owned 550,000 shares of Common Stock, constituting 1.2% of the shares of Common Stock outstanding.
 
As of the close of business on April 2, 2013, O-CAPLP beneficially owned 969,915 shares of Common Stock, including 186,300 shares of Common Stock underlying certain options exercisable within 60 days, constituting 2.0% of the shares of Common Stock outstanding.  As of the close of business on April 2, 2013, O-CAPMF beneficially owned 695,116 shares of Common Stock, including 138,700 shares of Common Stock underlying certain options exercisable within 60 days, constituting 1.5% of the shares of Common Stock outstanding.  As of the close of business on April 2, 2013, 424,743 shares of Common Stock were held in the O-CAP Managed Accounts.  O-CAPMGT, as the investment manager of each of O-CAPLP, O-CAPOFF, O-CAPMF and the O-CAP Managed Accounts, may be deemed to be the beneficial owner of the 2,089,774 shares of Common Stock owned in the aggregate by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts, constituting approximately 4.4% of the shares of Common Stock outstanding. O-CAPADV, as the general partner of each of O-CAPLP and O-CAPMF, may be deemed the beneficial owner of the 1,665,031 shares of Common Stock owned in the aggregate by O-CAPLP and O-CAPMF, constituting approximately 3.5% of the shares of Common Stock outstanding.  Each of O-CAPGP, as the general partner of each of O-CAPMGT and O-CAPADV and Messrs. Olshan and Sturdivant, as Portfolio Managers and the Managing Partners of O-CAPMGT and the Managing Members of O-CAPGP and O-CAPADV, may be deemed the beneficial owner of the 2,089,774 shares of Common Stock owned in the aggregate by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts, constituting approximately 4.4% of the shares of Common Stock outstanding.  In addition, as of April 2, 2013, Mr. Sturdivant individually owned 19,500 shares of Common Stock.
 
As of the close of business on April 2, 2013, Steelhead Navigator beneficially owned 6,185,013 shares of Common Stock, constituting approximately 13.0% of the shares of Common Stock outstanding.  As of the close of business on April 2, 2013, 157,966 shares of Common Stock were held in the Steelhead Managed Accounts.  Steelhead, as the investment manager of Steelhead Navigator and the Steelhead Managed Accounts, may be deemed to be the beneficial owner of the 6,342,979 shares of Common Stock owned by Steelhead Navigator and held in the Steelhead Managed Accounts, constituting approximately 13.4% of the shares of Common Stock outstanding.  Each of Messrs. Johnston and Klein, as a member-manager of Steelhead, may be deemed to be the beneficial owner of the 6,342,979 shares of Common Stock owned by Steelhead Navigator and held in the Steelhead Managed Accounts, constituting approximately 13.4% of the shares of Common Stock outstanding.
 
An aggregate of 9,002,253 shares of Common Stock, constituting approximately 19.0% of the shares of Common Stock outstanding, are reported in this Schedule 13D.
 
 
16

 
CUSIP NO. 29259G200
 
(b)           Mr. Eberwein has the sole power to vote and dispose of the shares of Common Stock reported owned by him.
 
By virtue of its position with each of O-CAPLP, O-CAPMF and the O-CAP Managed Accounts, O-CAPMGT may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts.  By virtue of its position with O-CAPLP and O-CAPMF, O-CAPADV may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by O-CAPLP and O-CAPMF.  By virtue of their respective positions with O-CAPLP, O-CAPMF and the O-CAP Managed Accounts, each of O-CAPGP and Messrs. Olshan and Sturdivant may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts.
 
By virtue of their respective positions with Steelhead Navigator and the Steelhead Managed Accounts, each of Steelhead, Mr. Johnston and Mr. Klein may be deemed to have the shared power to vote and dispose of the shares of Common Stock reported owned by Steelhead Navigator and held in the Steelhead Managed Accounts, except that with respect to 147,966 shares of Common Stock held in the Steelhead Managed Accounts, Steelhead and Messrs. Mr. Johnston and Klein have dispositive but not voting power.
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D.
 

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On March 28, 2013, Steelhead delivered a notice of termination (the “Notice of Termination”) of its rights and obligations under that certain Joint Filing Agreement dated December 18, 2012, which was previously filed as an exhibit to the Schedule 13D.  Pursuant to the Notice of Termination, effective as of March 29, 2013, EISV was dissolved and accordingly, each of Mr. Eberwein, O-CAPMGT, O-CAPLP, O-CAPOFF, O-CAPMF, O-CAPADV, O-CAPGP, and Messrs. Olshan and Sturdivant are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2.
 
On April 2, 2013, the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 entered into a Joint Filing Undertaking in which they agreed to the joint filing on behalf of each of them of filings required under Section 13 of the Exchange Act.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Joint Filing Undertaking by and among Steelhead Partners, LLC, Steelhead Navigator Master, L.P., James Michael Johnston and Brian Katz Klein, dated April 2, 2013.
 
 
17

 
CUSIP NO. 29259G200
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  April 2, 2013

   
 
/s/ Jeffrey Eberwein
 
JEFFREY EBERWEIN


 
O-CAP MANAGEMENT, L.P.
   
 
By:
O-CAP GP, LLC
General Partner
   
   
 
By:
/s/ Jared S. Sturdivant
 
Name:
Jared S. Sturdivant
 
Title:
Managing Member


 
O-CAP PARTNERS, L.P.
   
 
By:
O-CAP Advisors, LLC
General Partner
   
   
 
By:
/s/ Jared S. Sturdivant
 
Name:
Jared S. Sturdivant
 
Title:
Managing Member


 
O-CAP OFFSHORE FUND, LTD.
   
 
By:
O-CAP Management, L.P.
Investment Manager
   
   
 
By:
/s/ Jared S. Sturdivant
 
Name:
Jared S. Sturdivant
 
Title:
Managing Partner


 
O-CAP OFFSHORE MASTER FUND, L.P.
   
 
By:
O-CAP Advisors, LLC
General Partner
   
   
 
By:
/s/ Jared S. Sturdivant
 
Name:
Jared S. Sturdivant
 
Title:
Managing Member

 
18

 
CUSIP NO. 29259G200

 
O-CAP GP, LLC
   
 
By:
/s/ Jared S. Sturdivant
   
Name:
Jared S. Sturdivant
   
Title:
Managing Member


 
O-CAP ADVISORS, LLC
   
 
By:
/s/ Jared S. Sturdivant
   
Name:
Jared S. Sturdivant
   
Title:
Managing Member


   
   
 
/s/ Michael E. Olshan
 
MICHAEL E. OLSHAN


   
   
 
/s/ Jared S. Sturdivant
 
JARED S. STURDIVANT


 
STEELHEAD PARTNERS, LLC
   
 
By:
/s/ Brent E. Binge
   
Name:
Brent E. Binge
   
Title:
General Counsel



 
STEELHEAD NAVIGATOR MASTER, L.P.
   
 
By:
Steelhead Partners, LLC
Investment Manager
   
   
 
By:
/s/ Brent E. Binge
 
Name:
Brent E. Binge
 
Title:
General Counsel
 
 
19

 
CUSIP NO. 29259G200
 
 
/s/ Brent E. Binge
 
Brent E. Binge, Attorney in Fact for
JAMES MICHAEL JOHNSTON


   
   
 
/s/ Brent E. Binge
 
Brent E. Binge, Attorney in Fact for
BRIAN KATZ KLEIN

 
20

 
CUSIP NO. 29259G200

SCHEDULE A
 
Transactions in the Shares of Common Stock Since the Filing of Amendment No. 1 to the Schedule 13D
 
Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale
 
O-CAP PARTNERS, L.P.

50,794
3.3660
03/06/2013
2,859
3.4300
03/07/2013
334,400
7.5100
03/15/2013

O-CAP OFFSHORE MASTER FUND, L.P.

39,406
3.3660
03/06/2013
2,141
3.4300
03/07/2013
220,500
7.5100
03/15/2013
 
STEELHEAD NAVIGATOR MASTER, L.P.

263,700
2.7127
02/22/2013
57,300
2.6182
02/25/2013

STEELHEAD PARTNERS, LLC
(Through the Steelhead Managed Accounts)

4,000
2.6182
02/25/2013