1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Black
River Long/Short Fund Ltd.
Tax
ID #98-0475958
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
5
|
SOLE
VOTING POWER
745,039
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
|
REPORTING
PERSON
WITH:
|
7
|
SOLE
DISPOSITIVE POWER
745,039
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
745,039
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
Not
applicable.
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4%
|
12
|
TYPE
OF REPORTING PERSON
(See
Instructions)
OO
|
Item
1.
|
(b)
|
Address
of Issuer's Principal Executive
Offices
|
Item
2.
|
(a)
|
Name
of Person Filing
|
This
statement is filed by: (i) Black River Asset Management LLC (“Black River”) with
respect to shares of common stock of the Issuer (“Shares”) owned by Black River
Long/Short Fund Ltd. (“Long/Short Fund”); and (ii) the Long/Short Fund with
respect to Shares owned by it.
|
(b)
|
Address
of Principal Business Office or, if none,
Residence
|
Business
office of Black River
12700
Whitewater Drive
Minnetonka,
MN 55343
The
address of the principal business office of Long/Short Fund
P.O. Box
309GT
Ugland
House South Church Street
George
Town, Grand Cayman Cayman Islands
Black
River is a Delaware limited liability company.
Long/Short
Fund is a Cayman Islands exempted company.
|
(d)
|
Title
of Class of Securities
|
Common
Stock
09066V103
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is
a:
|
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act.
|
|
|
|
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act.
|
|
|
|
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act.
|
|
|
|
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of
1940.
|
|
|
|
|
|
(e)
|
x
|
An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
|
|
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of
1940.
|
|
|
|
|
|
(j)
|
o
|
Group,
in accordance with §
240.13d-1(b)(1)(ii)(J).
|
The
percentages used herein are calculated based upon the Shares issued and
outstanding as of November 11, 2009, as reported on the Issuer’s quarterly
report on Form 10-Q filed for the quarterly period ending September 30,
2009.
1. Black
River Asset Management LLC (“Black River”)
(a)
Amount beneficially owned: 745,039
(b)
Percent of class: 4%
(c)
Number of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 745,039
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 745,039
(iv)
Shared power to dispose or to direct the disposition of: 0
2. Black
River Long/Short Fund Ltd. (“Long/Short Fund”)
(a)
Amount beneficially owned: 745,039
(b)
Percent of class: 4%
(c)
Number of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 745,039
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 745,039
(iv)
Shared power to dispose or to direct the disposition of: 0
Black
River does not own any Shares or securities convertible into Shares. Pursuant to
an investment advisory agreement, Black River has investment and voting power
with respect to the securities held by the Long/Short Fund.
Instruction.
For
computations regarding securities which represent a right to acquire an
underlying security
see
§240.13d-3(d)(1).
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
x
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
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.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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.
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.
|
February
16, 2010
|
|
Date
/s/
Robert S. Goedken
|
|
Signature
Black
River Asset Management LLC
Robert
S. Goedken, Chief Legal Officer
|
|
Name/Title
|
|
February
16, 2010
|
|
Date
/s/
Robert S. Goedken
|
|
Signature
Black
River Long/Short Fund Ltd.
By:
Black River Asset Management LLC, Its Investment Adviser
Robert
S. Goedken, Chief Legal Officer
|
|
Name/Title
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
(2750972)