The
following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D
filed by the undersigned. This Amendment No. 4 amends the Schedule
13D as specifically set forth.
Item
2.
|
Identity and
Background
|
Item 2 is
hereby amended to add the following:
Hezy
Shaked and Gabriel Bitton are no longer members of the Section 13(d) group and
shall cease to be Reporting Persons immediately after the filing of this
Amendment No. 4 to the Schedule 13D. The remaining Reporting Persons
will continue filing as a group statements on Schedule 13D with respect to their
beneficial ownership of securities of the Issuer to the extent required by
applicable law.
Item
4.
|
Purpose of
Transaction.
|
Item 4 is
hereby amended to add the following:
On April
16, 2009, the Reporting Persons announced that they have withdrawn the
nomination of Messrs. Karp, Shaked and Bitton for election to the Board at the
Annual Meeting. The Reporting Persons have terminated their
solicitation of proxies from the stockholders of the Issuer for the Annual
Meeting and will not vote any proxies received from stockholders of the Issuer
at the Annual Meeting.
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5 is
hereby amended and restated to read as follows:
(a), (b)
Based upon the Issuer’s Form 10-Q, filed with the Securities and Exchange
Commission on April 17, 2009, there were 21,001,870 Common Shares issued and
outstanding as of April 15, 2009. None of KarpReilly LP, KarpReilly
GP, Christopher Reilly or William Logan beneficially owns any Common
Shares. The 134,874 Common Shares beneficially owned by Allan Karp
(the “Allan Karp Shares”) represent less than one percent of the Common Shares
issued and outstanding. An additional 100 Common Shares are owned by
an employee of KarpReilly LLC, but KarpReilly LP expressly disclaims any
agreement to act together with such employee for the purpose of acquiring,
holding, voting or disposing of such equity securities of the
Issuer.
Messrs.
Bitton and Shaked do not own any Common Shares directly.
Allan
Karp has the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) the Allan Karp Shares.
Each of
the Reporting Persons, as a member of a “group” with the other Reporting Persons
for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, may be deemed to be the beneficial owner of the Common Shares
beneficially owned in the aggregate by the other members of the group reported
herein. Each Reporting Person disclaims beneficial ownership of such
Common Shares.
As of the
date hereof, no Reporting Person owns any Common Shares other than those set
forth in this Item 5.
(c) The
trading dates, number of Shares purchased and sold and price per share for all
transactions in the Common Shares by the Reporting Persons since the filing of
Amendment No. 3 to the Schedule 13D are set forth in Schedule A. All
such transactions were effected in open market transactions with brokers, except
where indicated.
(d) Not
applicable.
(e) As
of April 16, 2009, the Reporting Persons ceased to be beneficial
owners of more than 5% of the Common Shares.
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:
April 20, 2009
|
KARPREILLY
CAPITAL PARTNERS, L.P.
|
|
|
|
By:
|
KarpReilly
GP I, LLC, its general partner
|
|
|
|
|
By:
|
/s/
Allan
W. Karp
|
|
|
Name:
|
Allan
W. Karp
|
|
|
Title:
|
Manager
|
|
KARPREILLY
GP I, LLC
|
|
|
|
By:
|
/s/
Allan
W. Karp
|
|
|
Name:
|
Allan
W. Karp
|
|
|
Title:
|
Manager
|
|
/s/
Allan
W. Karp
|
|
ALLAN
W. KARP, Individually and as attorney-in-fact for Christopher K. Reilly,
Hezy Shaked and Gabriel
Bitton
|
|
/s/
William
P. Logan
|
|
WILLIAM
P. LOGAN
|
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 2 to the Schedule 13D
Shares
of Common Stock
Sold
|
Price
Per
Share($)
|
Date
of
Sale
|
KARPREILLY CAPITAL PARTNERS,
L.P.
88,597
|
|
12.1498
|
04/16/2009
|
100,000
|
|
12.0844
|
04/16/2009
|
100,000
|
|
12.1072
|
04/16/2009
|
100,000
|
|
12.1347
|
04/16/2009
|
100,000
|
|
12.1524
|
04/16/2009
|
100,000
|
|
12.1657
|
04/16/2009
|
100,000
|
|
12.2508
|
04/16/2009
|
100,000
|
|
12.2632
|
04/16/2009
|
100,000
|
|
12.2819
|
04/16/2009
|
100,000
|
|
12.2929
|
04/16/2009
|
122,375
|
|
12.1235
|
04/16/2009
|
150,000
|
|
12.1013
|
04/16/2009
|
110,079
|
|
12.7519
|
04/17/2009
|
4,200
|
|
12.4340
|
04/17/2009
|
236,952
|
|
12.2094
|
04/17/2009
|
KARPREILLY GP I,
LLC
None
ALLAN W.
KARP
64,900
|
|
12.2113
|
04/17/2009
|
500
1
|
|
12.2201
|
04/17/2009
|
500
1
|
|
12.1860
|
04/17/2009
|
500
1
|
|
12.3045
|
04/17/2009
|
CHRISTOPHER K.
REILLY
WILLIAM P.
LOGAN
HEZY
SHAKED
None
GABRIEL
BITTON
50,000
|
|
12.1000
|
04/16/2009
|
1
Shares
held in trust for certain family members.