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Item 3.
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Source and Amount of Funds or Other Consideration
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The Shares purchased by the LaGrange Funds were purchased with working capital in open market purchases, except as otherwise noted herein. The aggregate purchase price of (i) the 7,924,948 Shares beneficially owned in the aggregate by the LaGrange Funds and (ii) the 72,500 Shares directly owned by Mr. Johnson is approximately $26,214,834, including brokerage commissions.
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Item 4.
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Purpose of Transaction
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The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors regarding the capitalization and results of operations of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continued communications with management and the Board of the Issuer, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 117,673,901 Shares outstanding as of June 17, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 28, 2011.
As of the close of business on July 6, 2011, Capital Partners, Capital Partners Offshore Fund and Special Situations Master Fund beneficially owned 5,820,440, 1,243,098 and 861,410 Shares, respectively, constituting approximately 4.9%, 1.1% and less than 1%, respectively, of the Shares outstanding.
Capital Management, as the general partner of Capital Partners, may be deemed to beneficially own the 5,820,440 Shares beneficially owned by Capital Partners, representing approximately 4.9% of the Shares outstanding. Capital Management disclaims beneficial ownership of the Shares beneficially owned by Capital Partners, except to the extent of its pecuniary interest therein.