UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 4)
Under the
Securities Exchange Act of 1934
WHITE
ELECTRONIC DESIGNS CORPORATION
(Name of
Issuer)
Common
Stock, $0.10 stated value per share
(Title of
Class of Securities)
963801105
(CUSIP
Number)
Brian
R. Kahn
Desert
Equity LP
5506
Worsham Court
Windermere,
Florida 34786
(407)
909-8015
With
a copy to:
Steven
W. Vazquez, Esq.
Foley
& Lardner LLP
100
North Tampa Street, Suite 2700
Tampa,
Florida 33602
(813)
229-2300
(813)
221-4210—Fax
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
5, 2010
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), 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 Rule 13d-7(b) 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. 963801105
|
13D/A
|
Page
2 of 15 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Desert
Equity LP
27-0734636
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF,
WC, PF, OO (See Item 3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,591,767
*
(See Item
5)
|
|
8
|
SHARED
VOTING POWER
0
*
(See Item
5)
|
|
9
|
SOLE
DISPOSITIVE POWER
4,591,767
*
(See Item
5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
*
(See Item
5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,591,767
*
(See Item
5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
**
(See Item
5)
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
*
|
As
of the close of business on January 7,
2010.
|
|
|
**
|
This percentage is calculated
based upon 23,215,272 shares of Common Stock outstanding as of December 9,
2009, as reported in the Company’s most recent Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on December 11,
2009.
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 3
of 15 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Desert
Management LLC
27-0734563
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
N/A
(See Item 3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,591,767
*
(See Item
5)
|
|
8
|
SHARED
VOTING POWER
0
*
(See Item
5)
|
|
9
|
SOLE
DISPOSITIVE POWER
4,591,767
*
(See Item
5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
*
(See Item
5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,591,767
*
(See Item
5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
**
(See Item
5)
|
|
14
|
TYPE
OF REPORTING PERSON
OO
(Limited Liability Company)
|
|
|
*
|
As
of the close of business on January 7,
2010.
|
|
|
**
|
This percentage is calculated
based upon 23,215,272 shares of Common Stock outstanding as of December 9,
2009, as reported in the Company’s most recent Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on December 11,
2009.
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 4
of 15 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caiman
Partners, L.P.
20-0187100
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC,
PF (See Item 3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
803,700
*
(See Item
5)
|
|
8
|
SHARED
VOTING POWER
0
*
(See Item
5)
|
|
9
|
SOLE
DISPOSITIVE POWER
803,700
*
(See Item
5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
*
(See Item
5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,700
*
(See Item
5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
**
(See Item
5)
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
*
|
As
of the close of business on January 7,
2010.
|
|
|
**
|
This percentage is calculated
based upon 23,215,272 shares of Common Stock outstanding as of December 9,
2009, as reported in the Company’s most recent Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on December 11,
2009.
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 5
of 15 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caiman
Capital GP, L.P.
20-0187123
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
N/A (See
Item 3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
803,700
*
(See Item
5)
|
|
8
|
SHARED
VOTING POWER
0
*
(See Item
5)
|
|
9
|
SOLE
DISPOSITIVE POWER
803,700
*
(See Item
5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
*
(See Item
5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,700
*
(See Item
5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
**
(See Item
5)
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
*
|
As
of the close of business on January 7,
2010.
|
|
|
**
|
This
percentage is calculated based upon 23,215,272 shares of Common Stock
outstanding as of December 9, 2009, as reported in the Company’s most
recent Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on December 11,
2009.
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 6
of 15 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caiman
Capital Management, LLC
27-0066404
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
N/A (See
Item 3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
803,700
*
(See Item
5)
|
|
8
|
SHARED
VOTING POWER
0
*
(See Item
5)
|
|
9
|
SOLE
DISPOSITIVE POWER
803,700
*
(See Item
5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
*
(See Item
5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,700
*
(See Item
5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
**
(See Item
5)
|
|
14
|
TYPE
OF REPORTING PERSON
OO
(Limited Liability Company)
|
|
|
*
|
As
of the close of business on January 7,
2010.
|
|
|
**
|
This percentage is calculated
based upon 23,215,272 shares of Common Stock outstanding as of December 9,
2009, as reported in the Company’s most recent Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on December 11,
2009.
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 7
of 15 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian
R. Kahn
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
N/A (See
Item 3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
5,417,967
*
(See Item
5)
|
|
8
|
SHARED
VOTING POWER
0
*
(See Item
5)
|
|
9
|
SOLE
DISPOSITIVE POWER
5,417,967
*
(See Item
5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
*
(See Item
5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,417,967
*
(See Item
5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
**
(See Item
5)
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
*
|
As
of the close of business on January 7,
2010.
|
|
|
**
|
This
percentage is calculated based upon 23,215,272 shares of Common Stock
outstanding as of December 9, 2009, as reported in the Company’s most
recent Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on December 11, 2009.
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 8
of 15 Pages
|
This
Amendment No. 4 to Schedule 13D (this “Amendment”) amends and supplements the
Schedule 13D originally filed with the Securities and Exchange Commission on
September 28, 2009 (the “Original Schedule 13D”), as amended and supplemented by
Amendment No. 1 to Schedule 13D filed with the Securities and Exchange
Commission on November 6, 2009, Amendment No. 2 to Schedule 13D filed with the
Securities and Exchange Commission on November 17, 2009, and Amendment No. 3 to
Schedule 13D filed with the Securities and Exchange Commission on December 16,
2009 (the Original Schedule 13D, as so amended and supplemented, the “Schedule
13D”), by Desert Equity LP, a Delaware limited partnership, Desert Management
LLC, a Delaware limited liability company, Caiman Partners, L.P., a Delaware
limited partnership, Caiman Capital GP, L.P., a Delaware limited partnership,
Caiman Capital Management, LLC, a Delaware limited liability company, and Brian
R. Kahn, with respect to the common stock, $0.10 stated value per share, of
White Electronic Designs Corporation, an Indiana
corporation. Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings assigned to them in the Schedule
13D.
Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule 13D.
Items 3,
4, and 5 of the Schedule 13D are hereby amended and supplemented as
follows:
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
The
following is hereby added to Item 3 of the Schedule 13D:
From
December 16, 2009 to January 7, 2010, Desert Equity purchased an aggregate of
555,097 shares of Common Stock for a purchase price of $2,513,011.91, plus
brokerage fees and commissions of approximately $16,727.91. All such
funds were provided from the working capital or personal funds of Desert
Equity.
|
Item
4.
|
Purpose
of Transaction
|
The
following is hereby added to Item 4 of the Schedule 13D:
From
December 16, 2009 to January 7, 2010, Desert Equity acquired an aggregate of
555,097 shares of Common Stock solely for investment purposes with a view
towards making a profit and not for the purpose of acquiring control over or
influencing the business of the Company.
|
Item
5.
|
Interest
in Securities of the Company
|
Item
5 of the Schedule 13D is hereby deleted in its entirety and replaced with the
following:
(a)-(b) This
Schedule 13D reports the number of shares of Common Stock beneficially owned by
the Reporting Persons as of the close of business on January 7,
2010. The percentages used in this Schedule 13D are calculated based
upon 23,215,272 outstanding shares of Common Stock. This is the
number of shares of Common Stock that the Company reported as outstanding as of
December 9, 2009 in its most recent Annual Report on Form 10-K, which was filed
with the Securities and Exchange Commission on December 11, 2009.
|
CUSIP
No. 963801105
|
13D/A
|
Page 9
of 15 Pages
|
The
following table sets forth certain information with respect to shares of Common
Stock directly beneficially owned by the Reporting Persons:
|
Name
|
Number
of Shares of Common Stock Directly Beneficially Owned
|
Percentage
of Outstanding Shares of Common Stock
|
|
Desert
Equity
|
4,591,767
|
19.8%
|
|
Caiman
Partners
|
803,700
|
3.5%
|
|
Brian
R. Kahn
|
22,500
(1)
|
0.1%
|
|
(1)
|
As
a newly appointed member of the Company’s Board, on February 9, 2009 (the
date Mr. Kahn joined the Company’s Board), Mr. Kahn received an automatic
initial grant of 15,000 shares of restricted Common Stock pursuant to (and
subject to all the terms and conditions of) the Stock Plan. On
May 7, 2009 (the date of the Company’s 2009 annual shareholder meeting),
Mr. Kahn received an automatic grant of 7,500 shares of restricted Common
Stock pursuant to (and subject to all the terms and conditions of) the
Stock Plan. Pursuant to the Stock Plan, until the Company’s
2015 annual shareholder meeting, and for so long as (i) Mr. Kahn is a
member of the Company’s Board and not an employee of the Company or a
subsidiary of the Company and (ii) the Company’s Board does not terminate
the Stock Plan, Mr. Kahn will receive 7,500 shares of restricted Common
Stock per year on the date of the Company’s annual shareholder
meeting. The shares of restricted Common Stock granted to Mr.
Kahn pursuant to the Stock Plan may not be sold, transferred, pledged,
assigned, or otherwise alienated until such transfer restrictions
lapse. The restrictions on one-third (1/3) of the shares of
restricted Common Stock granted to Mr. Kahn pursuant to the Stock Plan
will lapse on each of the first (1st), second (2nd), and third (3rd)
anniversaries of the date of grant. The restrictions on the
shares of restricted Common Stock granted pursuant to the Stock Plan may
also lapse upon a Change of Control (as defined in the Stock
Plan). If Mr. Kahn’s service with the Company is terminated for
any reason, Mr. Kahn will be required to transfer all of the shares of
restricted Common Stock (whose restrictions have not lapsed) back to the
Company for no consideration.
|
Desert
Equity directly beneficially owns and has the sole power to vote and dispose of
4,591,767 shares of Common Stock, which represents approximately 19.8% of the
outstanding shares of Common Stock. Desert Management, as the sole
general partner of Desert Equity, has the sole power to direct the voting and
disposition of the shares of Common Stock that Desert Equity beneficially owns,
and, accordingly, may be deemed to be the indirect beneficial owner (as that
term is defined under Rule 13d-3 under the Exchange Act) of the 4,591,767 shares
of Common Stock that Desert Equity directly beneficially owns. Mr.
Kahn, as the sole member and manager of Desert Management, has the sole power to
direct the voting and disposition of the shares of Common Stock that Caiman
Management beneficially owns, and, accordingly, Mr. Kahn may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3 under the
Exchange Act) of the 4,591,767 shares of Common Stock that Desert Management may
be deemed to beneficially own. To the extent that the Desert Entities
are deemed to have formed a group with the other Reporting Persons for the
purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder, the Desert Entities may be deemed to beneficially own
the 826,200 shares of Common Stock beneficially owned by the other Reporting
Persons, and therefore each of the Desert Entities may be deemed to beneficially
own 5,417,967 shares of Common Stock, which represents approximately 23.3% of
the outstanding shares of Common Stock. The Desert Entities disclaim
beneficial ownership of the 826,200 shares of Common Stock beneficially owned by
the other Reporting Persons.
Caiman
Partners directly beneficially owns and has the sole power to vote and dispose
of 803,700 shares of Common Stock, which represents approximately 3.5% of the
outstanding shares of
|
CUSIP
No. 963801105
|
13D/A
|
Page 10
of 15 Pages
|
Common
Stock. Caiman Capital, as the sole general partner of Caiman
Partners, has the sole power to direct the voting and disposition of the shares
of Common Stock that Caiman Partners directly beneficially owns, and,
accordingly, may be deemed to be the indirect beneficial owner (as that term is
defined under Rule 13d-3 under the Exchange Act) of the 803,700 shares of Common
Stock that Caiman Partners directly beneficially owns. Caiman
Management, as the managing general partner of Caiman Capital, has the sole
power to direct the voting and disposition of the shares of Common Stock that
Caiman Capital beneficially owns, and, accordingly, Caiman Management may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 under the Exchange Act) of the 803,700 shares of Common Stock that Caiman
Capital may be deemed to beneficially own. Mr. Kahn, as the
managing member of Caiman Management, has the sole power to direct the voting
and disposition of the shares of Common Stock that Caiman Management
beneficially owns, and, accordingly, Mr. Kahn may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act) of the 803,700 shares of Common Stock that Caiman Management may be deemed
to beneficially own. To the extent that the Caiman Entities are
deemed to have formed a group with the other Reporting Persons for the purposes
of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated
thereunder, the Caiman Entities may be deemed to beneficially own the 4,614,267
shares of Common Stock beneficially owned by the other Reporting Persons, and
therefore each of the Caiman Entities may be deemed to beneficially own
5,417,967 shares of Common Stock, which represents approximately 23.3% of the
outstanding shares of Common Stock. The Caiman Entities disclaim
beneficial ownership of the 4,614,267 shares of Common Stock beneficially owned
by the other Reporting Persons.
Brian R.
Kahn directly beneficially owns the 22,500 shares of restricted Common Stock
granted to Mr. Kahn pursuant to the Stock Plan, which represents approximately
0.1% of the outstanding shares of Common Stock. Mr. Kahn has the sole
power to vote all 22,500 shares of restricted Common Stock he directly
beneficially owns, however such shares may not be sold, transferred, pledged,
assigned, or otherwise alienated until the transfer restrictions on such shares
lapse. Pursuant to the Stock Plan, Mr. Kahn received 15,000 shares of
restricted Common Stock on February 9, 2009 and 7,500 shares of restricted
Common Stock on May 7, 2009. The restrictions on one-third (1/3) of
the shares of restricted Common Stock granted to Mr. Kahn pursuant to the Stock
Plan will lapse on each of the first (1st), second (2nd), and third (3rd)
anniversaries of the date of grant. The restrictions on the shares of
restricted Common Stock granted pursuant to the Stock Plan may also lapse upon a
Change of Control (as defined in the Stock Plan). If Mr. Kahn’s
service with the Company is terminated for any reason, Mr. Kahn will be required
to transfer all of the shares of restricted Common Stock (whose restrictions
have not lapsed) back to the Company for no consideration. Mr. Kahn
may be deemed to beneficially own 5,417,967 shares of Common Stock, which
represents approximately 23.3% of the outstanding shares of Common Stock
(including the 4,591,767 shares of Common Stock directly beneficially owned by
Desert Equity, the 803,700 shares of Common Stock directly beneficially owned by
Caiman Partners, and the 22,500 shares of restricted Common Stock Mr. Kahn
directly beneficially owns).
KCM does
not own any shares of Common Stock.
(c) Desert
Equity purchased all 3,298,139 shares of Common Stock validly tendered and not
validly withdrawn pursuant to the Offer at a purchase price of $4.25 net per
share, for a total purchase price of $14,017,090.75, plus fees and
expenses. The Offer expired at 12:01 a.m., New York City time, on
September 16, 2009. In addition, as of the close of business on
January 7, 2010, Desert Equity made the following purchases of shares of Common
Stock in open market broker’s transactions (prices do not include brokerage
commissions):
|
CUSIP
No. 963801105
|
13D/A
|
Page 11
of 15 Pages
|
|
Name
|
Date
|
Number
of Shares of Common Stock
|
Price
Per Share
|
Transaction
Type
|
|
Desert
Equity
|
November
3, 2009
|
6,642
|
$4.23
|
Purchase
|
|
Desert
Equity
|
November
4, 2009
|
392
|
$4.21
|
Purchase
|
|
Desert
Equity
|
November
4, 2009
|
2,000
|
$4.22
|
Purchase
|
|
Desert
Equity
|
November
4, 2009
|
83,700
|
$4.23
|
Purchase
|
|
Desert
Equity
|
November
4, 2009
|
30,000
|
$4.24
|
Purchase
|
|
Desert
Equity
|
November
4, 2009
|
20,000
|
$4.25
|
Purchase
|
|
Desert
Equity
|
November
5, 2009
|
9,646
|
$4.21
|
Purchase
|
|
Desert
Equity
|
November
5, 2009
|
29,728
|
$4.23
|
Purchase
|
|
Desert
Equity
|
November
5, 2009
|
7,200
|
$4.24
|
Purchase
|
|
Desert
Equity
|
November
5, 2009
|
43,200
|
$4.25
|
Purchase
|
|
Desert
Equity
|
November
6, 2009
|
9,400
|
$4.24
|
Purchase
|
|
Desert
Equity
|
November
6, 2009
|
72,400
|
$4.25
|
Purchase
|
|
Desert
Equity
|
November
30, 2009
|
23,182
|
$4.25
|
Purchase
|
|
Desert
Equity
|
December
14, 2009
|
801
|
$4.25
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
30,000
|
$4.33
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
21,400
|
$4.34
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
39,309
|
$4.35
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
55,009
|
$4.36
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
3,500
|
$4.365
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
130,569
|
$4.37
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
200
|
$4.375
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
67,180
|
$4.38
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
400
|
$4.385
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
20,400
|
$4.39
|
Purchase
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 12
of 15 Pages
|
|
Name
|
Date
|
Number
of Shares of Common Stock
|
Price
Per Share
|
Transaction
Type
|
|
Desert
Equity
|
December
15, 2009
|
500
|
$4.395
|
Purchase
|
|
Desert
Equity
|
December
15, 2009
|
31,773
|
$4.40
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
4,000
|
$4.40
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
350
|
$4.41
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
11,700
|
$4.42
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
19,899
|
$4.43
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
34,113
|
$4.44
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
1,300
|
$4.445
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
5,200
|
$4.45
|
Purchase
|
|
Desert
Equity
|
December
16, 2009
|
900
|
$4.46
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
1,450
|
$4.43
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
100
|
$4.455
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
22,338
|
$4.46
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
100
|
$4.465
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
100
|
$4.4675
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
4,259
|
$4.47
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
8,879
|
$4.48
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
3,171
|
$4.49
|
Purchase
|
|
Desert
Equity
|
December
17, 2009
|
4,121
|
$4.52
|
Purchase
|
|
Desert
Equity
|
January
5, 2010
|
9,240
|
$4.53
|
Purchase
|
|
Desert
Equity
|
January
5, 2010
|
96,914
|
$4.54
|
Purchase
|
|
Desert
Equity
|
January
5, 2010
|
202,700
|
$4.55
|
Purchase
|
|
Desert
Equity
|
January
5, 2010
|
91,200
|
$4.56
|
Purchase
|
|
Desert
Equity
|
January
6, 2010
|
300
|
$4.54
|
Purchase
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 13
of 15 Pages
|
|
Name
|
Date
|
Number
of Shares of Common Stock
|
Price
Per Share
|
Transaction
Type
|
|
Desert
Equity
|
January
6, 2010
|
1,205
|
$4.55
|
Purchase
|
|
Desert
Equity
|
January
6, 2010
|
1,670
|
$4.56
|
Purchase
|
|
Desert
Equity
|
January
6, 2010
|
4,998
|
$4.57
|
Purchase
|
|
Desert
Equity
|
January
6, 2010
|
1,816
|
$4.58
|
Purchase
|
|
Desert
Equity
|
January
7, 2010
|
7,052
|
$4.54
|
Purchase
|
|
Desert
Equity
|
January
7, 2010
|
100
|
$4.545
|
Purchase
|
|
Desert
Equity
|
January
7, 2010
|
15,922
|
$4.55
|
Purchase
|
As of the
close of business on January 7, 2010, other than the purchases of shares of
Common Stock described in this Item 5 of the Schedule 13D, none of the Reporting
Persons has effected any transactions in the Common Stock within the past 60
days.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock.
(e) Not
Applicable.
|
CUSIP
No. 963801105
|
13D/A
|
Page 14
of 15 Pages
|
SIGNATURES
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.
Date:
January 8, 2010
|
|
DESERT
EQUITY LP
By:
DESERT MANAGEMENT
LLC
,
its
general partner
By:
/s/ Brian R.
Kahn
Name:
Brian. R. Kahn
Title:
Sole Member and Manager
DESERT
MANAGEMENT LLC
By:
/s/ Brian R.
Kahn
Name:
Brian. R. Kahn
Title:
Sole Member and Manager
CAIMAN
PARTNERS, L.P.
By:
CAIMAN CAPITAL GP, L.P.
,
its general partner
By:
CAIMAN CAPITAL
MANAGEMENT
,
LLC
, its managing general partner
By:
/s/ Brian R.
Kahn
Name:
Brian R. Kahn
Title: Managing
Member
CAIMAN
CAPITAL GP, L.P.
By:
CAIMAN CAPITAL
MANAGEMENT
,
LLC
, its managing general partner
By:
/s/ Brian R.
Kahn
Name:
Brian R. Kahn
Title: Managing
Member
|
|
CUSIP
No. 963801105
|
13D/A
|
Page 15
of 15 Pages
|
|
|
CAIMAN
CAPITAL MANAGEMENT, LLC
By:
/s/ Brian R.
Kahn
Name:
Brian R. Kahn
Title: Managing
Member
BRIAN
R. KAHN
By:
/s/ Brian R.
Kahn
Name:
Brian R. Kahn, an
individual
|
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