Filed Pursuant to Rule 424(b)(3)
File No. 333-160086
Prospectus Supplement No. 1
(to prospectus dated August 6, 2009)
4,127,368 SHARES
COMMON STOCK
This prospectus supplement supplements information contained in the prospectus dated August 6,
2009, referred to as the prospectus, relating to the resale by selling security holders of up to
4,127,368 shares of our common stock, no par value. You should read this prospectus supplement in
conjunction with the prospectus. This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus, including any amendments or
supplements thereto.
The statements contained in this prospectus supplement are deemed to be made throughout the
prospectus and shall modify or supersede any conflicting statements contained in the prospectus, in
each case to the extent applicable.
Investment in our securities involves risks. See Risk Factors beginning on page 4 of the
prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 1 is October 30, 2009.
On October 14, 2009, Glenhill Special Opportunities Master Fund LLC transferred to its
members, Glenhill Capital LP and Glenhill Capital Overseas Master Fund LP, respectively 2,240,000
and 1,760,000 shares of our Common Stock. The following table provides certain information with
respect to the selling security holders, including the beneficial ownership of our Common Stock
prior to and after the Offering, and the percentage of shares of our Common Stock beneficially
owned, assuming all of the shares covered hereby are sold. Beneficial ownership has been determined
in accordance with Rule 13d-3(d) under the Exchange Act.
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Number of |
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Percent of |
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Number of |
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Shares of |
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Outstanding |
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Total Shares |
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Shares of |
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Common |
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Common |
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of Common |
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Common |
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Stock Owned |
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Stock Owned |
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Stock Owned |
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Stock Offered |
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Upon |
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Upon |
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Prior to the |
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Under this |
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Completion of |
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Completion of |
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Name and Address of Selling Security Holder |
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Offering |
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Prospectus |
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the Offering |
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the Offering |
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Glenhill Special Opportunities Master Fund LLC |
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6,127,368 |
(1)(2) |
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4,127,368 |
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2,000,000 |
(2) |
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8.1 |
%(3) |
Glenhill Capital LP |
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Glenhill Capital Overseas Master Fund LP |
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c/o Glenhill Capital
156 W. 56th Street, 17th Floor
New York, NY 10019 |
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(1) |
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Assumes the issuance of all Additional Shares. |
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(2) |
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Includes shares held by each selling security holder directly and indirectly. Each selling
security holders interest includes 2,922,329 shares of Common Stock held by Glenhill Capital
LP, 2,757,559 shares of Common Stock held by Glenhill Capital Overseas Master Fund LP, and
320,112 shares of Common Stock held by Glenhill Concentrated Long Master Fund LLC. 2,000,000
shares of the 6,127,368 shares set forth in the table were acquired in open market purchases. |
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(3) |
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Based on 24,719,955 shares outstanding at August 7, 2009, which assumes all Additional Shares
have been issued and resold. |