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IMMERSION CORP Proxy Solicitation & Information Statement 2010

Dec 30, 2010

33559_psi_2010-12-30_7b1d78d5-e7c1-40ed-9d32-18624cad904a.zip

Proxy Solicitation & Information Statement

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SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

| Filed by the

Registrant:
Filed by a Party other than the
Registrant: x

| Check the appropriate

box:
Preliminary Proxy
Statement
Confidential, for Use of the
Commission only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy
Statement
Definitive Additional
Materials
x Soliciting Material Under Rule
14a-12

IMMERSION CORPORATION

(Name of Registrant as Specified in its Charter)

DIALECTIC CAPITAL PARTNERS, LP

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

| No fee

required.
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities
to which transaction applies:
(2) Aggregate number of securities to
which transaction applies:
(3) Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value
of transaction:
(5) Total fee
paid:
Fee paid previously with
preliminary materials.
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously
Paid:
(2) Form, Schedule or Registration
Statement No.:
(3) Filing
Party:
(4) Date
Filed:

Dialectic Capital Partners, LP (“Dialectic”), a stockholder of Immersion Corporation (the “Company”), for itself and on behalf of its affiliates, Dialectic Capital Management, LLC, Dialectic Offshore, Ltd., Dialectic Antithesis Partners, LP, Dialectic Antithesis Offshore, Ltd., Dialectic Offshore L2, Ltd., John Fichthorn and Luke Fichthorn, currently intends to file a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with a proxy solicitation seeking to elect two director candidates at the Company’s 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”).

On December 30, 2010, Dialectic sent a letter to the Company (the “Letter”) submitting to the Company notice of its intent to nominate two nominees for election as directors of the Company at the 2011 Annual Meeting. Attached hereto as “Exhibit A” is a copy of the Letter.

Important Information

DIALECTIC ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND ANY OTHER SOLICITATION MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH SOLICITATION MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.

Certain Information Concerning Dialectic

Dialectic and its affiliates may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2011 Annual Meeting. As of the date of this filing, Dialectic and its affiliates beneficially own 948,261 shares of the Company’s common stock.

Contact:

John Fichthorn

Dialectic Capital Partners, LP

(212) 230-3220

EXHIBIT A

DIALECTIC CAPITAL PARTNERS, LP

875 Third Avenue, 15th Floor

New York, New York 10022

December 30, 2010

VIA EMAIL, FACSIMILE, FEDERAL EXPRESS AND

UNITED STATES FIRST CLASS MAIL

Immersion Corporation

801 Fox Lane

San Jose, California 95131

Attn: Corporate Secretary

Re: Notice of Intention to Nominate Individuals for Election as Directors at the 2011 Annual Meeting of Stockholders of Immersion Corporation

Dear Sir or Madam:

The undersigned stockholder, Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners” or the “Nominating Stockholder”), a stockholder of record of 1,000 shares of common stock, $0.001 par value per share (the “Shares”) and with its affiliates the beneficial owner of an additional 947,261 of the Shares of Immersion Corporation (the “Company”), hereby furnishes notice to the Company of Dialectic Capital Partners’ intention to nominate the two persons named in Annex I hereto (the “Nominees”) for election as directors at the Company’s 2011 Annual Meeting of Stockholders (including any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”), or any other meeting of stockholders held or any actions taken without a meeting in lieu thereof.

Information in Support of Director Nominations

Annex I to this letter presents as to each of the two persons whom Dialectic Capital Partners proposes to nominate for election as a director of the Company:

(a) the name, age and business address of that person;

(b) the principal occupation or employment of that person;

(c) the class and number of shares of the Company that are beneficially owned by that person on the date of this letter; and

(d) all other information required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required with respect to the nominees, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Except as specifically set forth on the Annexes hereto, there is no other information with respect to the nominees which would be required to be disclosed pursuant to Regulation 14A under the Exchange Act.

Each of the Nominees has consented in writing to being named in the proxy statement to be used in the solicitation of proxies by Dialectic Capital Partners and to serve as a director of the Company if elected. Copies of such consents are attached hereto as Annex II.

If this notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any individual Nominee, or if any individual Nominee shall be unable to serve for any reason, Dialectic Capital Partners reserves the right to select a replacement Nominee and this notice shall continue to be effective with respect to the remaining Nominees and as to any replacement Nominees selected by Dialectic Capital Partners. In the event the Company purports to increase the number of directorships pursuant to its bylaws, Dialectic Capital Partners reserves the right to nominate additional persons as directors to fill any vacancies created by the increase and this notice shall continue to be effective with respect to the Nominees identified on Annex I hereto and any additional Nominees selected by Dialectic Capital Partners. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Dialectic Capital Partners that any attempt to increase the number of directorships constitutes an unlawful manipulation of the Company’s corporate machinery.

Information Regarding Dialectic Capital Partners and its Affiliates

The address of Dialectic Capital Partners as it believes it appears on the Company’s books is 875 Third Avenue, 15 th Floor, New York, NY 10022. Dialectic Capital Partners hereby represents that it is a holder of record of 1,000 Shares entitled to vote at the Annual Meeting and that it intends to appear in person (through its representative) or by proxy at the Annual Meeting to nominate the Nominees.

Dialectic Capital Partners is also the beneficial owner of another 110,729 Shares held in street name. In addition, certain affiliates of Dialectic Capital Partners are the beneficial owners of an additional 836,532 Shares. Such ownership interests, and the relationship between Dialectic Capital Partners and its affiliates, are set forth on Annex III hereto.

Dialectic Capital Partners reserves the right, consistent with the requirements of applicable law and the bylaws of the Company, to submit additional proposals or different proposals at the Annual Meeting. Dialectic Capital Partners also reserves the right to challenge any action that may be taken by the Company, including any amendment to the Company’s certificate of incorporation or bylaws that would have the effect of preventing Dialectic Capital Partners from nominating the Nominees.

Please address any correspondence to the Nominating Stockholder, Attention: John Fichthorn, telephone (212) 230-3220, facsimile (212) 980-2635 (with a copy to our counsel, Kane Kessler, P.C., 1350 Avenue of the Americas, New York, New York 10019, Attention: Jeffrey Tullman, Esq., telephone (212) 519-5101, facsimile (212) 245-3009).

Dialectic Capital Partners, in furnishing the notice described above, does not concede the validity or enforceability of the provisions of the Company’s bylaws that limit the right of any stockholders to present business for consideration at any meeting of stockholders, and expressly reserves the right to challenge the validity, application and interpretation of any such provisions.

Sincerely,
Dialectic
Capital Partners, LP
By:
Dialectic Capital, LLC, its general partner
By: /s/
John Fichthorn
John
Fichthorn
Managing
Member
By:
Luke Fichthorn
Managing
Member

ANNEX I

INFORMATION REGARDING THE NOMINEES

The following table sets forth for each nominee named below (i) the name, age, and business address of such person, and (ii) the principal occupation or employment and five-year business history of such person, including all directorships held in other public companies or investment companies. None of the Nominees’ principal occupation or employment during the past five years is or has been with a corporation or organization which is a parent, subsidiary or other affiliate of the Company. None of the Nominees holds or has ever held any position, directorship or office with the Company. We believe that each of the Nominees is “independent” in accordance with the applicable listing standards of the Nasdaq Stock Market as currently in effect. Each Nominee is a citizen of the United States of America.

| Name, Age and Business Address | Present Principal Occupation or Employment and Business Experience and Directorships During Last Five Years | | --- | --- | | Kenneth Potashner Age: 53 Business Address: 6603 Calle Ponte Bella Rancho Santa Fe, CA 92091 | Kenneth Potashner has served as Chairman of the Board of Newport Corporation, a leading global supplier of advanced-technology products and systems, since September 2007 and as member of its Board of Directors since 1998. Since May 2003, Mr. Potashner has been an independent investor. He served as a director of California Micro Devices from September 2009 until the company’s sale in February 2010. From 1996 to May 2003, he was Chairman of the Board of Directors of Maxwell Technologies, Inc., a manufacturer of ultracapacitors, microelectronics, power systems and high voltage capacitors. He also served as President and Chief Executive Officer of Maxwell Technologies from 1996 to October 1998. From November 1998 to August 2002, Mr. Potashner was President, Chief Executive Officer and Chairman of SONICblue Incorporated (formerly S3 Incorporated), a supplier of digital media appliances and services. Mr. Potashner was Executive Vice President and General Manager of Disk Drive Operations for Conner Peripherals, a manufacturer of storage systems, from 1994 to 1996. From 1991 to 1994, he was Vice President of Worldwide Product Engineering for Quantum Corporation, a manufacturer of disk drives. From 1981 to 1991, he held various engineering management positions with Digital Equipment Corporation, a manufacturer of computers and peripherals, culminating with the position of Vice President of Worldwide Product Engineering in 1991. Mr. Potashner also serves on the Board of Directors of Applied Solar, Inc. Mr. Potashner holds a B.S.E.E. from Lafayette College and an M.S.E.E. from Southern Methodist University. | | John Fichthorn Age: 37 Business Address: 875 Third Avenue, 15th Floor New York, New York 10022 | Mr. Fichthorn is a co-founder of Dialectic Capital Management, LLC, an investment management firm, and has been a portfolio manager of the firm since 2003. He served as a director of California Micro Devices from September 2009 until the company’s sale in February 2010. From 2000 to 2003, he was employed by Maverick Capital, most recently as Managing Director of the technology group. From 1999 to 2000, he was an analyst at Alliance Capital working as a dedicated short-seller across multiple hedge fund products and as a member of the technology team. From 1997 to 1999, he was an analyst at Quilcap Corporation, a short biased hedge fund where he covered all sectors, with a focus on technology. From 1995 to 1997, Mr. Fichthorn worked at Ganek & Orwicz Partners where his responsibilities included small cap research, international closed-end fund arbitrage and operations. After graduating from college, he briefly worked at Aviation Week and Space Technology. Mr. Fichthorn holds a B.A. in Astronomy from the University of North Carolina at Chapel Hill. |

The Nominating Stockholder believes Mr. Potashner’s extensive operational experience in the technology industry, including as Chairman of Newport Corporation, a Nasdaq listed company with a market capitalization of approximately $650 million, his extensive mergers and acquisitions experience, and his ongoing role as an active technology investor will give him unique insight into the Company’s needs, challenges and strategic opportunities, making him well qualified to serve as a director in light of the Company’s business, strategy and structure. The Nominating Stockholder believes Mr. Fichthorn’s board experience, extensive knowledge of the capital markets, his ongoing role as an active technology investor and broad network of contacts across the technology sector will give him different perspective and insight into the Company’s needs, challenges and strategic opportunities, making him well qualified to serve as a director in light of the Company’s business and capital structure. In addition, Mr. Potashner and Mr. Fichthorn, as directors of California Micro Devices, were able to leverage their extensive skills and experience in the technology sector to maximize stockholder value by leading the sale of the company for $108 million in cash, which represented a premium of approximately 53% to the previous day’s closing price for the company’s common stock.

Except as set forth herein, as of the date of this letter Mr. Potashner and Mr. Fichthorn do not beneficially own any Shares of the Company and there have been no purchases or sales of Shares of the Company effected within the past two years by or on their behalf.

There are no material proceedings to which Dialectic Capital Partners or the Nominees or any associate of Dialectic Capital Partners or the Nominee s is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of Dialectic Capital Partners, the Nominees, or any associate of Dialectic Capital Partners or the Nominee s , none of the events enumerated in Item 401(f)(1)-(6) of Regulation S-K of the Securities Act of 1933, as amended, has occurred during the past ten years.

As of the date of this letter, n either Dialectic Capital Partners nor any Nominee, nor any associate of Dialectic Capital Partners n or any Nominee is believed to have any interest in the matters to be voted upon at the 20 11 Annual Meeting, other than an interest, if any, as a stockholder of the Company or, with respect to the Nominees, as a nominee for director. Neither of the Nominees has any family relationship with any director or executive officer of the Company, or any other Nominee.

Except as otherwise described herein, neither Dialectic Capital Partners , nor any Nominee nor any associate of Dialectic Capital Partners or any Nominee is now, or within the past year has been, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company (including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies).

Except as otherwise described herein, there are no arrangements or understandings between Dialectic Capital Partners and each Nominee and any other person or persons pursuant to which the nominations are to be made by Dialectic Capital Partners.

Except as otherwise described herein, neither Dialectic Capital Partners nor any Nominee, nor any associate of Dialectic Capital Partners or any Nominee: (1) has engaged in or has a direct or indirect interest in any transaction or series of transactions since the beginning of the Company’s last fiscal year, or in any currently proposed transaction, to which the Company or any of its subsidiaries is a party where the amount involved was in excess of $120,000; (2) has borrowed any funds for the purpose of acquiring or holding any securities of the Company; (3) has any arrangement or understanding with any person regarding any future employment by the Company or its affiliates, or any future transaction to which the Company or any of its affiliates will or may be a party; or (4) is the beneficial or record owner of any securities of the Company or any parent or subsidiary thereof.

ANNEX II

Nominee’s Consent

The undersigned hereby consents to (i) being named as a nominee for election to the Board of Directors of Immersion Corporation (the “Company”) in any proxy statements relating to the Company’s 2011 Annual Meeting of Stockholders and any adjournment, postponements or reschedulings thereof, and (ii) to serve as a director of the Company if elected.

/s/ John Fichthorn
John Fichthorn

Nominee’s Consent

The undersigned hereby consents to (i) being named as a nominee for election to the Board of Directors of Immersion Corporation (the “Company”) in any proxy statements relating to the Company’s 2011 Annual Meeting of Stockholders and any adjournment, postponements or reschedulings thereof, and (ii) to serve as a director of the Company if elected.

/s/ Kenneth Potashner
Kenneth Potashner

ANNEX III

Identity of Affiliates of Dialectic Capital Partners, LP (“Dialectic Capital Partners”)

  1. Dialectic Offshore L2, Ltd. (“Offshore L2”)

  2. Dialectic Antithesis Offshore, Ltd. (“Antithesis Offshore”)

  3. Dialectic Antithesis Partners, LP (“Antithesis Partners”)

  4. Dialectic Offshore, Ltd. (“Offshore”)

Direct Beneficial Ownership by Dialectic Capital Partners and its Affiliates

| Name | Number of Shares | Approximate Percentage of Outstanding Shares (1) | | --- | --- | --- | | Dialectic Capital Partners | 111,729 | 0.40% | | Offshore L2 | 215,350 | 0.76% | | Antithesis Offshore | 248,223 | 0.88% | | Antithesis Partners | 304,077 | 1.08% | | Offshore | 68,882 | 0.24% |

(1) Based upon 28,175,759 shares of common stock outstanding as of October 29, 2010, as set forth in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2010, filed with the Securities and Exchange Commission on November 5, 2010.

Relationship Between Dialectic Capital Partners and its Affiliates

John Fichthorn acts as a managing member of Dialectic Capital Management, LLC, (the “Investment Manager”) and, as a result, Mr. Fichthorn may be deemed to jointly control such entity. Accordingly, Mr. Fichthorn may be deemed to have a beneficial interest in the Shares by virtue of the Investment Manager’s role as investment manager to Dialectic Capital Partners, Offshore, Antithesis Partners, Antithesis Offshore, and Offshore L2, and the Investment Manager’s power to vote and/or dispose of the Shares. Mr. Fichthorn disclaims beneficial ownership of the Shares of the Company except to the extent of his respective pecuniary interest, if any, therein.

TRADING ACTIVITY OF DIALECTIC CAPITAL PARTNERS AND ITS AFFILIATES

The following table contains sets forth certain information with respect to all purchases and sales of the Shares effected within the past two years by Dialectic Capital Partners and its affiliates.

Holder No. of Shares Action Date

| Dialectic Capital

Partners Buy 4/2/2009
803 Buy 5/1/2009
2 ,869 Buy 7/1/2009
11 ,643 Sell 7/23/2009
1 ,001 Buy 8/3/2009
68 Buy 9/1/2009
1 Buy 10/1/2009
93 Buy 11/2/2009
142 Sell 12/1/2009
19 ,639 Buy 12/15/2009
23 ,369 Buy 12/16/2009
2 ,921 Buy 12/17/2009
3 ,699 Buy 1/4/2010
91 ,983 Buy 1/11/2010
6 ,220 Buy 1/15/2010
3 ,732 Buy 1/19/2010
3 ,732 Buy 1/20/2010
3 ,110 Buy 1/21/2010
8 ,086 Buy 1/22/2010
699 Buy 2/1/2010
2 ,719 Buy 2/5/2010
1 ,386 Buy 2/8/2010
4 , 768 Buy 2/9/2010
930 Buy 2/10/2010
7 , 152 Buy 2/10/2010
3 , 838 Buy 2/11/2010
7 , 152 Buy 2/18/2010
1 , 192 Buy 2/18/2010
69 Buy 3/1/2010
82 Buy 3/2/2010
88 Buy 3/2/2010
57 Buy 3/3/2010
57 Buy 3/4/2010
67 Buy 3/5/2010
345 Buy 3/8/2010
1 ,191 Sell 4/1/2010
496 Sell 5/3/2010
15 ,632 Buy 5/4/2010
2 ,630 Buy 5/7/2010
2 ,768 Buy 5/18/2010
169 ,844 Buy 5/18/2010
7 ,700 Buy 6/30/2010
3 ,301 Buy 7/1/2010
1 ,000 Buy 8/2/2010
4 ,380 Sell 8/6/2010
1 ,446 Buy 9/16/2010

Holder No. of Shares Action Date

14 Buy 9/17/2010
251 Buy 9/21/2010
3 ,444 Buy 9/22/2010
1 ,948 Buy 9/23/2010
148 Buy 10/5/2010
52 Buy 10/14/2010
74 Buy 10/19/2010
1 ,472 Buy 10/20/2010
46 Buy 10/21/2010
4 Buy 10/26/2010
58 Buy 10/28/2010
1 ,216 Buy 10/28/2010
1 ,216 Buy 10/28/2010
6 ,434 Sell 11/4/2010
24 ,538 Sell 11/10/2010
24 ,538 Sell 11/10/2010
24 ,538 Sell 11/10/2010
67 ,481 Sell 11/10/2010
52 ,135 Sell 11/11/2010
35 Sell 11/11/2010
84 Buy 12/2/2010
11 ,872 Sell 12/14/2010
3 ,182 Sell 12/14/2010
2 , 967 Sell 12/14/2010
2 , 967 Sell 12/14/2010
8 ,903 Sell 12/14/2010
17 ,807 Sell 12/14/2010
35 ,614 Sell 12/14/2010
11 ,874 Sell 12/15/2010
11 ,849 Sell 12/15/2010
597 Buy 12/30/2010
Offshore L2 15 ,034 Buy 10/5/2010
5 ,303 Buy 10/14/2010
7 ,498 Buy 10/19/2010
149 ,072 Buy 10/20/2010
4 ,667 Buy 10/21/2010
494 Buy 10/26/2010
5 ,909 Buy 10/28/2010
123 ,077 Buy 10/28/2010
123 ,077 Buy 10/28/2010
685 Sell 11/4/2010
7 ,187 Sell 11/10/2010
2 ,613 Sell 11/10/2010
2 ,613 Sell 11/10/2010
2 ,613 Sell 11/10/2010
5 ,554 Sell 11/11/2010
68 Sell 11/11/2010
70 Buy 12/2/2010
22 ,033 Sell 12/14/2010
33 ,049 Sell 12/14/2010
5 ,904 Sell 12/14/2010
16 ,524 Sell 12/14/2010
5 ,508 Sell 12/14/2010

Holder No. of Shares Action Date

5 ,509 Sell 12/14/2010
66 ,098 Sell 12/14/2010
22 ,034 Sell 12/15/2010
21 ,996 Sell 12/15/2010
1,137 Buy 12/30/2010
Antithesis
Offshore 22 ,740 Buy 1/15/2010
13 ,644 Buy 1/19/2010
13 ,644 Buy 1/20/2010
11 ,369 Buy 1/21/2010
29 ,563 Buy 1/22/2010
1 ,673 Buy 2/1/2010
8 ,749 Buy 2/5/2010
4 ,462 Buy 2/8/2010
18 ,132 Buy 2/9/2010
3 ,535 Buy 2/10/2010
27 ,198 Buy 2/10/2010
14 ,597 Buy 2/11/2010
27 ,198 Buy 2/18/2010
4 ,533 Buy 2/18/2010
25 ,956 Sell 3/1/2010
1 ,313 Buy 3/8/2010
1 ,744 Buy 4/1/2010
1 ,876 Buy 5/3/2010
11 ,575 Buy 5/4/2010
6 ,851 Buy 5/7/2010
7 ,212 Buy 5/18/2010
442 ,526 Buy 5/18/2010
28 ,977 Sell 7/1/2010
9 ,420 Sell 8/6/2010
22 , 619 Buy 9/14/2010
8 ,508 Buy 9/15/2010
3 ,419 Buy 9/16/2010
33 Buy 9/17/2010
547 Buy 9/21/2010
7 ,494 Buy 9/22/2010
4 ,240 Buy 9/23/2010
86 Buy 10/5/2010
30 Buy 10/14/2010
43 Buy 10/19/2010
856 Buy 10/20/2010
26 Buy 10/21/2010
2 Buy 10/26/2010
707 Buy 10/28/2010
707 Buy 10/28/2010
33 Buy 10/28/2010
5 ,510 Sell 11/4/2010
21 ,015 Sell 11/10/2010
21 ,015 Sell 11/10/2010
21 ,015 Sell 11/10/2010
57 ,791 Sell 11/10/2010
79 Sell 11/11/2010
44 ,648 Sell 11/11/2010

Holder No. of Shares Action Date

181 Buy 12/2/2010
26 ,758 Sell 12/14/2010
80 ,273 Sell 12/14/2010
40 ,137 Sell 12/14/2010
7 ,171 Sell 12/14/2010
6 ,689 Sell 12/14/2010
6 ,690 Sell 12/14/2010
20 ,068 Sell 12/14/2010
26 ,759 Sell 12/15/2010
26 ,791 Sell 12/15/2010
1,320 Buy 12/30/2010
Antithesis
Partners 17 ,195 Buy 1/15/2010
10 ,317 Buy 1/19/2010
10 ,317 Buy 1/20/2010
8 ,598 Buy 1/21/2010
22 ,353 Buy 1/22/2010
2 ,127 Buy 2/1/2010
6 ,696 Buy 2/5/2010
3 ,415 Buy 2/8/2010
13 ,880 Buy 2/9/2010
2 ,707 Buy 2/10/2010
20 ,820 Buy 2/10/2010
11 ,173 Buy 2/11/2010
20 ,820 Buy 2/18/2010
3 ,470 Buy 2/18/2010
5 ,106 Buy 3/1/2010
6 ,585 Buy 3/2/2010
6 ,100 Buy 3/2/2010
4 ,236 Buy 3/3/2010
4 ,236 Buy 3/4/2010
5 ,022 Buy 3/5/2010
1 ,005 Buy 3/8/2010
4 ,116 Buy 4/1/2010
10 ,216 Buy 4/5/2010
8 ,283 Buy 5/3/2010
13 ,425 Buy 5/4/2010
7 ,944 Buy 5/7/2010
8 ,362 Buy 5/18/2010
513 ,090 Buy 5/18/2010
4 ,823 Sell 7/1/2010
4 ,300 Buy 7/2/2010
1 ,500 Buy 7/8/2010
8 ,500 Buy 7/9/2010
6 ,000 Buy 7/12/2010
27 ,043 Buy 7/16/2010
72 ,457 Buy 7/19/2010
7 ,888 Buy 8/2/2010
13 ,200 Sell 8/6/2010
7 ,217 Buy 9/14/2010
2 ,714 Buy 9/15/2010
4 ,396 Buy 9/16/2010
44 Buy 9/17/2010
739 Buy 9/21/2010

Holder No. of Shares Action Date

10 ,113 Buy 9/22/2010
5 ,722 Buy 9/23/2010
14 ,068 Sell 10/5/2010
9 ,399 Sell 11/4/2010
35 ,833 Sell 11/10/2010
35 ,833 Sell 11/10/2010
35 ,833 Sell 11/10/2010
98 ,538 Sell 11/10/2010
76 ,119 Sell 11/11/2010
98 Sell 11/11/2010
34 Buy 12/2/2010
31 ,489 Sell 12/14/2010
7 ,874 Sell 12/14/2010
47 ,234 Sell 12/14/2010
94 ,470 Sell 12/14/2010
8 , 439 Sell 12/14/2010
23 ,619 Sell 12/14/2010
7 ,873 Sell 12/14/2010
31 ,484 Sell 12/15/2010
31 ,530 Sell 12/15/2010
1,552 Buy 12/30/2010
Offshore 10 ,557 Buy 4/2/2009
1 ,485 Buy 5/1/2009
105 Buy 7/1/2009
6 ,119 Sell 7/23/2009
455 Buy 8/3/2009
843 Buy 10/1/2009
1 ,565 Buy 12/1/2009
13 ,977 Buy 12/15/2009
16 ,631 Buy 12/16/2009
2 ,079 Buy 12/17/2009
2 ,921 Sell 1/4/2010
57 ,239 Buy 1/11/2010
3 ,845 Buy 1/15/2010
2 ,307 Buy 1/19/2010
2 ,307 Buy 1/20/2010
1 ,923 Buy 1/21/2010
4 ,998 Buy 1/22/2010
10 ,115 Buy 2/1/2010
1 ,836 Buy 2/5/2010
937 Buy 2/8/2010
3 ,220 Buy 2/9/2010
628 Buy 2/10/2010
4 ,830 Buy 2/10/2010
2 ,592 Buy 2/11/2010
4 ,830 Buy 2/18/2010
805 Buy 2/18/2010
853 Buy 3/1/2010
1 ,018 Buy 3/2/2010
1 ,099 Buy 3/2/2010
707 Buy 3/3/2010
707 Buy 3/4/2010
839 Buy 3/5/2010

Holder No. of Shares Action Date

233 Buy 3/8/2010
1 ,840 Buy 4/1/2010
8 ,918 Buy 4/5/2010
32 ,704 Sell 5/3/2010
9 ,368 Buy 5/4/2010
1 ,575 Buy 5/7/2010
1 ,658 Buy 5/18/2010
101 ,734 Buy 5/18/2010
4 ,614 Buy 6/30/2010
28 ,830 Buy 7/1/2010
3 ,000 Sell 8/6/2010
944 Buy 9/16/2010
9 Buy 9/17/2010
164 Buy 9/21/2010
2 ,248 Buy 9/22/2010
1 ,271 Buy 9/23/2010
4 ,653 Sell 11/2/2010
4 ,196 Sell 11/4/2010
44 ,003 Sell 11/10/2010
16 ,001 Sell 11/10/2010
16 ,001 Sell 11/10/2010
16 ,001 Sell 11/10/2010
33 ,998 Sell 11/11/2010
22 Sell 11/11/2010
131 Buy 12/2/2010
7 ,848 Sell 12/14/2010
5 ,886 Sell 12/14/2010
23 ,545 Sell 12/14/2010
11 ,773 Sell 12/14/2010
2 ,104 Sell 12/14/2010
1 ,961 Sell 12/14/2010
1 ,962 Sell 12/14/2010
7 ,849 Sell 12/15/2010
7 ,834 Sell 12/15/2010
394 Buy 12/30/2010