ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is
hereby amended and restated in its entirety as follows:
The
aggregate
purchase price of the 4,089,600 shares of Common Stock owned by the Purchasers
is $42,892,281.09, including brokerage commissions. The shares of
Common Stock owned by the Purchasers were acquired with working
capital.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
Item 5 is
hereby amended and restated in its entirety as follows:
(a).
The
aggregate percentage of shares of Common Stock reported owned by each person
named herein is based upon 52,320,837 shares of Common Stock outstanding, which
is the total number of shares of Common Stock outstanding as reported in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2008, as
filed with the SEC on June 6, 2008.
As
of the
close of business on July 7, 2008, Mr. Klinsky and NMV Advisers may be deemed to
beneficially own an aggregate of 4,089,600 shares of Common Stock that may be
deemed to be beneficially owned by NMV, NMVC, NMVT and NMV Offshore
representing, in the aggregate, approximately 7.8% of the issued and outstanding
shares of Common Stock. Mr. Klinsky and NMV Advisers disclaim
beneficial ownership of the shares of Common Stock beneficially owned by NMV,
NMVC, NMVT and NMV Offshore, to the extent that partnership interests in NMV,
NMVC, NMVT and NMV Offshore are held by persons other than Mr.
Klinsky.
As
of the
close of business on July 7, 2008, Vantage GP may be deemed to beneficially own
an aggregate of 2,220,700 shares of Common Stock that may be deemed to be
beneficially owned by NMV, NMVC and NMVT representing, in the aggregate,
approximately 4.2% of the issued and outstanding shares of Common
Stock. Vantage GP disclaims beneficial ownership of the shares of
Common Stock beneficially owned by NMV, NMVC and NMVT to the extent that
partnership interests in NMV, NMVC and NMVT are held by persons other than
Vantage GP.
As
of the
close of business on July 7, 2008, NMV Offshore may be deemed to beneficially
own an aggregate of 1,868,900 shares of Common Stock that may be deemed to be
beneficially owned by NMV Offshore HoldCo, representing approximately 3.6% of
the issued and outstanding shares of Common Stock.
As
of the
close of business on July 7, 2008, (i) NMV may be deemed to beneficially own an
aggregate of 755,300 shares of Common Stock, representing approximately 1.4% of
the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to
beneficially own an aggregate of 770,800 shares of Common Stock, representing
approximately 1.5% of the issued and outstanding shares of Common Stock, (iii)
NMVT may be deemed to beneficially own an aggregate of 694,600 shares of Common
Stock, representing approximately 1.3% of the issued and outstanding shares of
Common Stock and (iii) NMV Offshore HoldCo may be deemed to beneficially own an
aggregate of 1,868,900 shares of Common Stock, representing approximately 3.6%
of the issued and outstanding shares of Common Stock.
(b).
Each
Reporting Person may be deemed to share the power to vote or direct the vote and
to dispose or to direct the disposition of the shares of Common Stock that the
Reporting Person may be deemed to beneficially own as described
above.
(c).
Schedule
A
annexed
hereto lists all transactions in the shares of Common Stock during the past
sixty days by the Reporting Persons. All of such transactions were
effected in the open market.
(d).
No
person is
known by any Reporting Person to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock that may be deemed to be beneficially owned by any
Reporting Person.
(e).
Not
applicable.
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Neither
the present filing nor anything contained herein shall be construed as an
admission that any Reporting Person constitutes a “person” for any
purposes other than Section 13(d) of the Securities Exchange Act of 1934,
as amended.
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