-----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, P3YEb4hhF+4XHJpdXSme9AXnOEzEGAE8jjH9N7ZG0gRJRtMsC+5MVEqK31y6akHN +fpiZRY248PK7Fnit47KKg== 0000902664-11-000029.txt : 20110114 0000902664-11-000029.hdr.sgml : 20110114 20110114153703 ACCESSION NUMBER: 0000902664-11-000029 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110114 DATE AS OF CHANGE: 20110114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EnteroMedics Inc CENTRAL INDEX KEY: 0001371217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83379 FILM NUMBER: 11530223 BUSINESS ADDRESS: STREET 1: 2800 Patton Rd CITY: St Paul STATE: MN ZIP: 55113 MAIL ADDRESS: STREET 1: 2800 Patton Rd CITY: St Paul STATE: MN ZIP: 55113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 IRS NUMBER: 0 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 p11-0070sc13g.htm ENTEROMEDICS INC. p11-0070sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
(Amendment No.   )*
 
EnteroMedics Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
29365M208
(CUSIP Number)
 
January 4, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 15 Pages)
______________________________
*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 the disclosures provided in a prior cover page.
 
The information required in 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.  29365M208
13G
Page 2 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
Ardsley Partners Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
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
628,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
628,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.25%
12
TYPE OF REPORTING PERSON**
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 

 
CUSIP No.  29365M208
13G
Page 3 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
Ardsley Partners Institutional Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
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
552,200
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
552,200
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.98%
12
TYPE OF REPORTING PERSON**
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 

 
CUSIP No.  29365M208
13G
Page 4 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
Ardsley Offshore Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
63,400
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
63,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.23%
12
TYPE OF REPORTING PERSON**
CO
** SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 
CUSIP No.  29365M208
13G
Page 5 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
Ardsley Advisory Partners
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
1,243,600
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
1,243,600
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,600
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.46%
12
TYPE OF REPORTING PERSON**
PN; IA
** SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 
CUSIP No.  29365M208
13G
Page 6 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
Ardsley Partners I
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
1,180,200
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
1,180,200
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.23%
12
TYPE OF REPORTING PERSON**
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 

 
CUSIP No.  29365M208
13G
Page 7 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
Philip J. Hempleman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
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
1,403,600
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
1,403,600
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,600
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.03%
12
TYPE OF REPORTING PERSON**
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 

 
CUSIP No.  29365M208
 
13G
Page 8 of 15 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is EnteroMedics Inc. (the “Company”).

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
2800 Patton Road, St. Paul, Minnesota 55113

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of Common Stock, par value $0.01 per share ("Common Stock") directly owned by it;
   
 
(ii)
Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
     
 
(iii)
Ardsley Offshore Fund Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
     
 
(iv)
Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and as Investment Adviser of AP II and Ardsley Institutional, with respect to the shares of Common Stock directly owned by Ardsley Offshore, AP II and Ardsley Institutional;
     
 
(v)
Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II and Ardsley Institutional; and
     
 
(vi)
Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Offshore and with respect to the shares of Common Stock owned by certain accounts managed by him directly.
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
 
The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore is 262 Harbor Drive, Stamford, Connecticut 06902.
   
 
The address of the registered office of Ardsley Offshore is Romasco Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands.
 

 
 

 
CUSIP No.  29365M208
 
13G
Page 9 of 15 Pages

 
Item 2(c).
CITIZENSHIP:

 
AP II and Ardsley Institutional are Delaware limited partnerships.  Ardsley Offshore is a British Virgin Islands corporation.  Ardsley and Ardsley Partners are New York general partnerships.  Mr. Hempleman is a United States Citizen.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.01 per share
 
Item 2(e).
CUSIP NUMBER:
   
 
29365M208

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act,
 
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940
 
(f)
¨
Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G), see item 7
 
(h)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

If this statement is filed pursuant to Rule 13d-1(c), check the box. [X]

 
 

 
CUSIP No.  29365M208
 
13G
Page 10 of 15 Pages


Item 4.
OWNERSHIP.

 
A.
Ardsley Partners Fund II, L.P.
     
(a)
Amount beneficially owned:  628,000
     
(b)
Percent of class: 2.25%.  (The percentages used herein and in the rest of Item 4 are calculated based upon the 27,892,388 shares of Common Stock issued and outstanding, which is the sum of: (i) 25,672,388 shares of the Company’s Common Stock outstanding as of December 8, 2010, as set forth in the Company’s Definitive Prospectus, as filed with the Securities and Exchange Commission on December 9, 2010; and (ii) 2,220,000 shares of the Company’s Common Stock issued upon the exercise of warrants held by Craig-Hallum Capital Group LLC, the Company’s underwriter, as set forth in the Company’s Form 8-K, as of December 10, 2010, as filed with the Securities and Exchange Commission on December 10, 2010.  In addition to the shares of Common Stock, Ardsley Partners Fund II, L.P., holds warrants to purchase 887,400 shares of Common Stock and Ardsley Offshore Fund, Ltd., holds warrants to purchase 112,600 shares of Common Stock, which are not exercisable until 181 days following December 8, 2010 (collectively, the “Warrants”).  Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants for an amount of Common Stock that would result in such holder owning more than 19.99% of the Company's Common Stock outstanding after such exercise.)
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  628,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  628,000

 
B.
Ardsley Partners Institutional Fund, L.P.
     
(a)
Amount beneficially owned:  552,200
     
(b)
Percent of class:  1.98%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  552,200
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  552,200

 
C.
Ardsley Offshore Fund Ltd.
     
(a)
Amount beneficially owned:  63,400
     
(b)
Percent of class:  0.23%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  63,400
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  63,400

 
D.
Ardsley Advisory Partners
     
(a)
Amount beneficially owned:  1,243,600
     
(b)
Percent of class:  4.46%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  1,243,600
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  1,243,600

 
E.
Ardsley Partners I
     
(a)
Amount beneficially owned:  1,180,200
     
(b)
Percent of class:  4.23%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  1,180,200
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  1,180,200
 
 
F.
Philip J. Hempleman
     
(a)
Amount beneficially owned:  1,403,600
     
(b)
Percent of class:  5.03%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  1,403,600
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  1,403,600

 
 

 
CUSIP No.  29365M208
 
13G
Page 11 of 15 Pages



Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Ardsley, the Investment Manager of Ardsley Offshore, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
 
Ardsley, the Investment Adviser of AP II and Ardsley Institutional shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
 
Ardsley Partners, the General Partner of AP II and Ardsley Institutional shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
 
Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Ardsley Offshore, AP II, Ardsley Institutional and certain accounts managed by him directly.  Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 

 
CUSIP No.  29365M208
 
13G
Page 12 of 15 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  January 14, 2011

   
 
ARDSLEY PARTNERS FUND II, L.P.
 
By:  ARDSLEY PARTNERS I,
 
GENERAL PARTNER
   
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
     
General Partner
   
   
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
 
By:  ARDSLEY PARTNERS I,
 
GENERAL PARTNER
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
   
 
General Partner
   
 
ARDSLEY OFFSHORE FUND LTD.
   
   
By:
/s/ Steve Napoli
   
 
Steve Napoli
   
 
Director


 
 

 
CUSIP No.  29365M208
 
13G
Page 13 of 15 Pages



   
   
 
ARDSLEY ADVISORY PARTNERS
   
   
By:
/s/ Steve Napoli
   
 
Steve Napoli
   
 
Partner
       
   
 
ARDSLEY PARTNERS I
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
     
General Partner
   
   
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
   
*As an attorney in fact for
   
  Philip J. Hempleman

*
Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.

 
 

 
CUSIP No.  29365M208
 
13G
Page 14 of 15 Pages



EXHIBIT 1
 
JOINT FILING AGREEMENT
 
PURSUANT TO RULE 13d-1(k)(1)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
 
DATED:  January 14, 2011

   
 
ARDSLEY PARTNERS FUND II, L.P.
 
By:  ARDSLEY PARTNERS I,
 
GENERAL PARTNER
   
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
     
General Partner
   
   
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
 
By:  ARDSLEY PARTNERS I,
 
GENERAL PARTNER
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
   
 
General Partner
   
 
ARDSLEY OFFSHORE FUND LTD.
   
   
By:
/s/ Steve Napoli
   
 
Steve Napoli
   
 
Director


 
 

 
CUSIP No.  29365M208
 
13G
Page 15 of 15 Pages



   
   
 
ARDSLEY ADVISORY PARTNERS
   
   
By:
/s/ Steve Napoli
   
 
Steve Napoli
   
 
Partner
       
   
 
ARDSLEY PARTNERS I
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
     
General Partner
   
   
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
   
   
By:
/s/ Steve Napoli
     
Steve Napoli
   
*Attorney in fact for
   
   Philip J. Hempleman

*
Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
 
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