Shares of Common Stock | ||||||||||||||||||||
Beneficially Owned | Shares of Common Stock | |||||||||||||||||||
Before Offering | Number of Shares | Beneficially Owned | ||||||||||||||||||
% of | of Common Stock | Following the Offering(3) | ||||||||||||||||||
Name | Number | Class(1)(2) | Offered Hereby | Number | % of Class | |||||||||||||||
Portside Growth and
Opportunity Fund
(4) |
291,503 | * | 41,677 | 249,826 | * |
* | less than 1% | |
(1) | For the purposes of calculating the percent of class beneficially owned by a selling stockholder, shares of common stock which may be issued to that selling stockholder within 60 days of May 25, 2007 are deemed to be outstanding. | |
(2) | Pursuant to the terms of the warrant transferred to the selling stockholder identified above, the number of shares of our common stock that may be acquired by such selling stockholder upon exercise of the warrant is limited so that, following such exercise, the number of shares of our common stock then beneficially owned by such holder and any other persons or entities whose beneficial ownership of common stock would be aggregated with the holders ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, does not exceed 9.95% of the total number of shares of our common stock then outstanding unless the selling stockholder provides 61 days prior written notice to the Company of its intent to acquire a number of shares that would cause it to exceed the beneficial ownership cap of 9.95% described above. | |
(3) | Assumes the sale by the selling stockholder of all of the shares of common stock available for resale under the prospectus. | |
(4) | Ramius Capital Group, L.L.C. (Ramius Capital) is the investment adviser of Portside Growth and Opportunity Fund (Portside) and consequently has voting control and investment discretion over securities held by Portside. Ramius Capital disclaims beneficial ownership of the shares held by Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the sole managing members of C4S & Co., L.L.C., the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial owners of any shares deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these shares. The investment advisor to Portside Growth and Opportunity Fund is Ramius Capital Group, L.L.C. An affiliate of Ramius Capital Group, L.L.C. is a NASD member. However, this affiliate will not sell any shares to be offered by Portside Growth and Opportunity Fund through the prospectus and will receive no compensation whatsoever in connection with sales of shares by Portside Growth and Opportunity Fund through the prospectus. |