OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden
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hours per response: 14.5
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
519,124
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8
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SHARED VOTING POWER
1,825,968
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9
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SOLE DISPOSITIVE POWER
519,124
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10
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SHARED DISPOSITIVE POWER
1,825,968
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,345,092
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Partners (QP), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,598,580
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,598,580
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,598,580
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Becker Drapkin Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
227,388
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
227,388
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
227,388
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BC Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,345,092
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,345,092
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,345,092
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven R. Becker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,345,092
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,345,092
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,345,092
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew A. Drapkin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,345,092
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,345,092
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,345,092
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 3.
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Source and Amount of Funds or other Consideration
Item 3 is amended and supplemented to add the following information for updating as of the date hereof:
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The Reporting Persons expended an aggregate amount equal to $10,705,796.60 (including commissions) to purchase 2,345,092 shares of Common Stock.
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Item 4.
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Purpose of Transaction
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Item 4 is amended and supplemented to add the following information for updating as of the date hereof:
On December 4, 2013, the Issuer entered into an agreement (the “Standstill Agreement”) with the Reporting Persons that will result in Mr. Becker, Stephen Domenik (“Mr. Domenik”) and Gerald Fine (“Mr. Fine”, and collectively with Mr. Becker and Mr. Fine, the “New Directors”) becoming members of the Board effective December 9, 2013.
The following is a brief description of certain terms of the Standstill Agreement, which description is qualified in its entirety by reference to the full text of the Standstill Agreement which is attached as Exhibit 1 hereto and incorporated by reference herein.
Under the terms of the Standstill Agreement, (a) the Issuer has agreed effective as of December 9, 2013 (i) to appoint Mr. Becker, Mr. Domenik and Mr. Fine as directors of the Board, in Class A, Class C and Class A, respectively, (ii) to designate a committee of the Board to evaluate strategic opportunities for the Issuer in order to create shareholder value (the “Strategy Committee”) and (iii) to designate Reuben Richards (“Mr. Richards”) a Class C director of the Issuer, (b) in connection with the Issuer’s 2014 annual meeting of shareholders (the “2014 Annual Meeting”), the Issuer has agreed to nominate Mr. Becker and Mr. Fine for reelection to the Board as Class A directors and, if required by applicable law, Mr. Dominik and Mr. Richards for election to the Board as Class C directors with a one-year term at the 2014 Annual Meeting, (c) in connection with the Issuer’s 2015 annual meeting of shareholders (the “2015 Annual Meeting”), the Issuer has agreed to nominate Mr. Domenik for reelection to the Board as a Class C director, (d) the Reporting Persons have agreed, until the conclusion of the 2015 Annual Meeting (or such earlier date upon the occurrence of certain events, as described in the Standstill Agreement) (the “Standstill Period”), to cause all shares of Common Stock beneficially owned by the Reporting Persons to be present for quorum purposes and to be voted in favor of all directors nominated by the Board for election at any shareholder meeting where such matters will be voted on (provided that such nominees were not nominated in contravention of the Standstill Agreement), and (e) the Reporting Persons have agreed to abide by certain standstill provisions during the Standstill Period. In addition, the Issuer represented to the Reporting Persons in the Standstill Agreement that (a) Mr. Richards has irrevocably tendered to the Board (i) notice that he will step down as Chairman of the Board at the 2014 Annual Meeting and not stand for reelection to the Board at the 2015 Annual Meeting and (ii) his agreement to become a Class C director effective December 9, 2013, (b) Thomas Russell has irrevocably tendered to the Board notice that he will not stand for reelection to the Board at the 2014 Annual Meeting, and (c) John Gillen has irrevocably tendered to the Board notice that he will retire from the Board at the 2014 Annual Meeting. Under the terms of the Standstill Agreement, the Issuer has agreed to elect, immediately following the 2014 Annual Meeting, a new Chairman of the Board, other than Mr. Richards, that is mutually agreed upon by the Issuer and the Reporting Persons.
Under the terms of the Standstill Agreement, the Issuer has also agreed (a) that from the 2014 Annual Meeting until the conclusion of the 2015 Annual Meeting (i) the Strategy Committee shall be comprised of no more than four members, at least three of whom shall be independent directors within the meaning of the Nasdasq listing standards, (ii) with respect to the Strategy Committee, Mr. Becker shall be a member and the Chairman of such Committee, and Mr. Richards and one of the other New Directors shall also be members of such Committee, (iii) each of the Audit Committee, Compensation Committee and Technology and Strategy Committee of the Board shall have no more than four members each and at least one of the New Directors shall be a member, and (iv) the Nominating Committee of the Board shall have no more than four members, one of whom shall be Mr. Becker and another of whom shall be another New Director and (b) until the conclusion of the 2015 Annual Meeting: (i) not to increase the size of the Board except (x) as necessary to comply with the terms of the Standstill Agreement and (y) following the 2014 Annual Meeting, for an increase to ten directors provided that any vacancy created by such increase is filled with a person mutually agreeable to the Issuer and the Reporting Persons, and (ii) not to fill the vacancies created by Thomas Russell or John Gillen retiring, resigning or not standing for re-election.
Under the terms of the Standstill Agreement, the Issuer has also agreed that if, at any time prior to the conclusion of the 2015 Annual Meeting, any New Director is unable or unwilling to serve as a director, then the Issuer and the Reporting Persons shall appoint a mutually agreeable replacement for such New Director within 90 days of such New Director validly tendering his resignation.
Pursuant to the Standstill Agreement, BD Management withdrew its demand letter related to the Issuer’s shareholder list sent to the Issuer on October 15, 2013.
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Item 5.
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Interest in Securities of the Issuer
Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
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(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,345,092 shares of Common Stock. Based upon a total of 26,762,004 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending June 30, 2013 the Reporting Persons’ shares represent approximately 8.763% of the outstanding shares of Common Stock.
Becker Drapkin QP owns 1,598,580 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 5.973% of the outstanding shares of Common Stock.
Becker Drapkin, L.P. owns 227,388 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.850% of the outstanding shares of Common Stock.
The Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares are collectively referred to herein as the “Becker Drapkin Funds Shares”.
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares. Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares.
Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares. Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares.
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 519,124 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 1.940% of the outstanding shares of Common Stock. BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.
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Name of Reporting Person
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Date
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Number of Shares Purchased (Sold)
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Average Price per Share
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Becker Drapkin Partners LP
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10/30/2013
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291
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$5.0000
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Becker Drapkin Partners LP
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10/30/2013
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1,574
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$5.0338
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Becker Drapkin Partners LP
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10/31/2013
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1,519
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$5.0394
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Becker Drapkin Partners QP LP
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10/30/2013
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2,056
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$5.0000
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Becker Drapkin Partners QP LP
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10/30/2013
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11,100
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$5.0338
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Becker Drapkin Partners QP LP
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10/31/2013
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10,714
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$5.0394
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Managed Account
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10/30/2013
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653
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$5.0000
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Managed Account
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10/30/2013
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3,526
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$5.0338
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Managed Account
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10/31/2013
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3,403
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$5.0394
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
On December 4, 2013, the Issuer and the Reporting Persons entered into the Standstill Agreement, the terms of which are described in Item 4 of this Schedule 13D.
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On December 4, 2013, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 2.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1
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Agreement, dated December 4, 2013, by and among Emcore Corporation, Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin
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Exhibit 2
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Joint Filing Agreement, dated December 4, 2013, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin
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BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/Daniel A. Grossman
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Name: Daniel A. Grossman
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS (QP), L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/Daniel A. Grossman
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Name: Daniel A. Grossman
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/Daniel A. Grossman
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Name: Daniel A. Grossman
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Title: Attorney-in-Fact
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BC ADVISORS, LLC
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By:
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/s/Daniel A. Grossman
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Name: Daniel A. Grossman
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Title: Attorney-in-Fact
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STEVEN R. BECKER
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By:
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/s/Daniel A. Grossman
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Name: Daniel A. Grossman
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Title: Attorney-in-Fact
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MATTHEW A. DRAPKIN
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By:
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/s/Daniel A. Grossman
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Name: Daniel A. Grossman
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Title: Attorney-in-Fact
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/s/Steven R. Becker
STEVEN R. BECKER
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/s/Matthew A. Drapkin
MATTHEW A. DRAPKIN
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BC ADVISORS, LLC
By: /s/Steven R. Becker
Name: Steven R. Becker
Title: Managing Partner
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BECKER DRAPKIN MANAGEMENT, L.P.
By: BC Advisors, LLC, its general partner
By: /s/Steven R. Becker
Name: Steven R. Becker
Title: Managing Partner
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BECKER DRAPKIN PARTNERS (QP), L.P.
By: Becker Drapkin Management, L.P., its general partner
By: BC Advisors, LLC, its general partner
By: /s/Steven R. Becker
Name: Steven R. Becker
Title: Managing Partner
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BECKER DRAPKIN PARTNERS, L.P.
By: Becker Drapkin Management, L.P., its general partner
By: BC Advisors, LLC, its general partner
By: /s/Steven R. Becker
Name: Steven R. Becker
Title: Managing Partner
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BECKER DRAPKIN MANAGEMENT, L.P.
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|||||
By:
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BC Advisors, LLC, its general partner
|
||||
By:
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/s/Daniel A. Grossman
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||||
Name: Daniel A. Grossman
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|||||
Title: Attorney-in-Fact
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|||||
BECKER DRAPKIN PARTNERS (QP), L.P.
|
|||||
|
|||||
By:
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Becker Drapkin Management, L.P., its general partner
|
||||
By:
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BC Advisors, LLC, its general partner
|
||||
By:
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/s/Daniel A. Grossman
|
||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
BECKER DRAPKIN PARTNERS, L.P.
|
|||||
|
|||||
By:
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Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/Daniel A. Grossman
|
||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
BC ADVISORS, LLC
|
|||||
|
|||||
By:
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/s/Daniel A. Grossman
|
||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
STEVEN R. BECKER
|
|||||
|
|||||
By:
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/s/Daniel A. Grossman
|
||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
MATTHEW A. DRAPKIN
|
|||||
By:
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/s/Daniel A. Grossman
|
||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||