1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL PARTNERS III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
- 0 -
|
|
8
|
SHARED VOTING POWER
1,319,864
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,319,864
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,319,864
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
- 0 -
|
|
8
|
SHARED VOTING POWER
1,319,864
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,319,864
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,319,864
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
- 0 -
|
|
8
|
SHARED VOTING POWER
401,278
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
401,278
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,278
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
POTOMAC CAPITAL MANAGEMENT, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
- 0 -
|
|
8
|
SHARED VOTING POWER
401,278
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
401,278
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,278
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
PAUL J. SOLIT
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,721,142
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,721,142
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,721,142
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
ERIC SINGER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,319,864
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,319,864
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,319,864
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Paul J. Solit and Eric Singer, dated March 14, 2012.
|
Dated: March 14, 2012
|
POTOMAC CAPITAL PARTNERS III, L.P.
|
|
By:
|
Potomac Capital Management III, L.L.C.
|
|
General Partner
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Co-Managing Member
|
POTOMAC CAPITAL MANAGEMENT III, L.L.C.
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Co-Managing Member
|
POTOMAC CAPITAL PARTNERS L.P.
|
||
By:
|
Potomac Capital Management, L.L.C.
|
|
General Partner
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Managing Member
|
POTOMAC CAPITAL MANAGEMENT, L.L.C.
|
||
By:
|
/s/ Paul J. Solit
|
|
Name:
|
Paul J. Solit
|
|
Title:
|
Managing Member
|
/s/ Paul J. Solit
|
|
PAUL J. SOLIT
|
/s/ Eric Singer
|
|
ERIC SINGER
|
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
22,000
|
5.2854
|
3/6/2012
|
|
186,8501
|
5.2200
|
3/7/2012
|
|
186,8501
|
5.2200
|
3/7/2012
|
|
11,600
|
5.3859
|
3/7/2012
|
|
555,000
|
4.9138
|
3/8/2012
|
|
36,385
|
4.9199
|
3/9/2012
|
|
30,760
|
4.9891
|
3/12/2012
|
|
198 | 4.9891 | 3/12/2012 | |
44,064
|
5.1779
|
3/12/2012
|
|
105,814
|
5.3985
|
3/13/2012
|
|
140,343
|
5.5271
|
3/14/2012
|
20,000
|
5.8900
|
1/26/2012
|
|
25,000
|
5.9019
|
1/27/2012
|
|
2,300
|
5.9291
|
1/30/2012
|
|
1,3002
|
5.9300
|
1/31/2012
|
|
3,000
|
5.9833
|
2/1/2012
|
|
100
|
6.0200
|
2/2/2012
|
|
18,000
|
6.0482
|
2/2/2012
|
|
2,900
|
5.9700
|
2/3/2012
|
|
4,100
|
6.0334
|
2/6/2012
|
|
4,000
|
6.0325
|
2/7/2012
|
|
50,000
|
6.0766
|
2/7/2012
|
5,100
|
5.8935
|
2/8/2012
|
|
10,000
|
5.9500
|
2/9/2012
|
|
25,000
|
5.9500
|
2/9/2012
|
|
18,800
|
5.8139
|
2/10/2012
|
|
2,443
|
5.8308
|
2/13/2012
|
|
3,400
|
5.8940
|
2/17/2012
|
|
19,100
|
5.7027
|
2/22/2012
|
|
1,000
|
5.5300
|
2/23/2012
|
|
11,500
|
5.6800
|
2/24/2012
|
|
400
|
5.5300
|
2/27/2012
|
|
5,500
|
5.8487
|
2/29/2012
|
|
21,000
|
5.5721
|
3/2/2012
|
|
15,000
|
5.4113
|
3/5/2012
|
|
25,000
|
4.9138
|
3/8/2012
|
|
10,915
|
4.9199
|
3/9/2012
|
|
13,236
|
5.1779
|
3/12/2012
|
|
9,240
|
4.9891
|
3/12/2012
|
|
31,786
|
5.3985
|
3/13/2012
|
|
42,158
|
5.5271
|
3/14/2012
|