This Amendment No. 1 supplements and amends the Schedule 13D filed on April 11, 2011 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”) by Corsair Georgia, L.P. (“Corsair Georgia”), Corsair IV Management GP, Ltd., Corsair IV Financial Services Capital Partners, L.P., Corsair IV Management, L.P., Corsair Capital LLC and Nicholas B. Paumgarten with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment No. 1 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 5. Interests in Securities of the Issuer
This Amendment No. 1 supplements and amends Item 5 of the Schedule 13D by adding the following paragraph immediately prior to paragraph (c):
Pursuant to the terms of the Investment Agreement, at the annual meeting of the Issuer’s shareholders, held on June 16, 2011, the Issuer’s shareholders voted to (1) approve the conversion of (A) the Series F Convertible Preferred Stock into Voting Common Stock and (B) Purchaser Non-Voting Shares and the Indemnity Shares into Voting Common Stock for purposes of Rule 5635 of the Nasdaq Stock Market Rules, (2) approve the amendment to the Articles of Incorporation to (x) authorize a number of shares of Non-Voting Common Stock sufficient to permit the full conversion of the Series G Convertible Preferred Stock into, Non-Voting Common Stock and the issuance of the Indemnity Shares, and (y) increase the number of authorized shares of Voting Common Stock to at least such number as shall be sufficient to permit the full conversion of each of the Series F Convertible Preferred Stock, the Purchaser Non-Voting Shares and the Indemnity Shares. In addition, on June 20, 2011, pursuant to the terms of the Restated Articles of Incorporation, as amended of the Issuer, 28,391.2858 shares of Series F Preferred Stock, all of which were held by Corsair Georgia, were converted into 2,988,556 shares of Common Stock and 83,808.9506 shares of Series G Preferred Stock, all of which were held by Corsair Georgia, were converted into 8,821,995 shares of Non-Voting Common Stock (as adjusted for the Issuer’s 1-for-5 reclassification of common stock and non-voting common stock effective as of June 17, 2011).
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Reporting Person
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Amount Beneficially Owned
|
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Percent of Class
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Sole Power to Vote or Direct the Vote
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Shared Power to Vote or Direct the Vote
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Sole Power to Dispose or to Direct the Disposition
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Shared Power to Dispose or to Direct the Disposition
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Corsair Georgia, L.P.
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12,931,625
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22.52%
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|
0
|
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4,109,630
|
|
0
|
|
12,931,625
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|
Corsair IV Management GP, Ltd.
|
|
12,931,625
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22.52%
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|
0
|
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4,109,630
|
|
0
|
|
12,931,625
|
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Nicholas B. Paumgarten
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|
12,931,625
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22.52%
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|
0
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4,109,630
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0
|
|
12,931,625
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Corsair IV Financial Services Capital Partners, L.P.
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10,300,046.2561
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17.93%
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|
0
|
|
0
|
|
0
|
|
10,300,046.2561
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Corsair IV Management, L.P.
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|
10,300,046.2561
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17.93%
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|
0
|
|
0
|
|
0
|
|
10,300,046.2561
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|
Corsair Capital LLC
|
|
10,300,046.2561
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17.93%
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|
0
|
|
0
|
|
0
|
|
10,300,046.2561
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(As adjusted for the Issuer’s 1-for-5 reclassification of common stock and non-voting common stock effective as of June 17, 2011)
Corsair GP is the general partner of Corsair Georgia. Corsair LP is a limited partner of Corsair Georgia. Corsair IV Management is the general partner of Corsair LP. Corsair Capital is the general partner of Corsair IV Management. Corsair GP is controlled by Nicholas B. Paumgarten. Corsair Capital is controlled by Nicholas B. Paumgarten. Each limited partner of Corsair Georgia has the right to withdraw from Corsair Georgia by delivering written notice to Corsair GP requesting that Corsair GP dispose of such limited partners pro rata share of Voting Common Stock held by Corsair Georgia. In addition, one limited partner of Corsair Georgia has the right to direct Corsair GP with respect to the voting of 836,307.4983 shares of Voting Common Stock.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer
This Amendment No. 1 supplements and amends Item 6 of the Schedule 13D as set forth below:
The information set forth in Item 5 is incorporated herein by reference.