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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange of 1934
(Amendment No. 9)*
Cascade Bancorp
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
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147154108 |
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(CUSIP Number)
Mark J. Menting, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 30, 2010
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13-1(g), check the following box. [_]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS.
David F. Bolger
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
3,270,723
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8
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SHARED VOTING POWER
192,321
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9
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SOLE DISPOSITIVE POWER
3,270,723
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10
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SHARED DISPOSITIVE POWER
192,321
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,463,044
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1
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NAME OF REPORTING PERSONS.
Two-Forty Associates LLC, a New Jersey Limited Liability Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
192,321
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
192,321
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,321
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS.
James T. Bolger
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
192,321
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
192,321
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,321
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. Security and Issuer.
This Amendment No. 9 to the Statement on Schedule 13D (the “Amendment No. 9”) amends the Statement on Schedule 13D originally filed on April 27, 2006, as amended by Amendment No. 1 to the Statement on Schedule 13D filed on September 8, 2006, Amendment No. 2 to the Statement on Schedule 13D filed on June 3, 2008, Amendment No. 3 to the Statement on Schedule 13D filed on April 3, 2009, Amendment No. 4 to the Statement on Schedule 13D filed on June 1, 2009, Amendment No. 5 to the Statement on Schedule 13D filed on November 4, 2009, Amendment No. 6 to the Statement on Schedule 13D filed on December 28, 2009, Amendment No. 7 to the Statement on Schedule 13D filed on February 22, 2010 and Amendment No. 8 to the Statement on Schedule 13D filed on June 2, 2010 (together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the “Initial Schedule 13D”), and relates to the common stock, no par value (the “Common Stock”), of Cascade Bancorp, an Oregon corporation (the “Company”). The address of the principal executive offices of the Company is 1100 NW Wall Street, P.O. Box 369, Bend, Oregon 97709.
Except as specifically amended by this Amendment No. 9, the Initial Schedule 13D, as amended by this Amendment No. 9, remains in full force and effect. Capitalized terms used but not defined herein have the meaning assigned to them in the Initial Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
(a), (b), (c) and (f). This Schedule 13D is being filed by the following persons (each, a "Reporting Person"), in each case with respect to the Common Stock indicated:
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(i)
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David F. Bolger. Mr. Bolger is a citizen of the United States and a director emeritus of the Company (described in Item 6 below). His business address is 79 Chestnut Street, Ridgewood, New Jersey 07450. Mr. Bolger is the former chairman of F&M Holding Company ("F&M"), which merged with and into the Company effective April 20, 2006.
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(ii)
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Two-Forty Associates LLC, a New Jersey Limited Liability Company ("Two-Forty LLC"). Mr. Bolger is a member of Two-Forty LLC, as are his three children. The principal business of Two-Forty LLC is real estate investment and its business address is 79 Chestnut Street, Ridgewood, New Jersey 07450.
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(iii)
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James T. Bolger. J.T. Bolger is a citizen of the United States, the President of Bolger & Co., Inc., a real estate investment and investment banking company, and the managing member of Two-Forty LLC. His business address is 79 Chestnut Street, Ridgewood, New Jersey 07450.
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The Reporting Persons have entered into a Joint Filing Agreement, dated July 1, 2010, which is filed as Exhibit 19 hereto.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and restated as follows:
The Reporting Persons have acquired beneficial ownership of the shares of Common Stock as described in this Schedule 13D for investment purposes.
Except as set forth below, as of the date of this Amendment No. 9, none of the Reporting Persons has any present plans or proposals which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
On October 29, 2009, the Company and Mr. Bolger (and the other Reporting Persons only with respect to certain sections thereof) entered into a Securities Purchase Agreement for the purchase and sale of $25 million of shares of Common Stock (the “Bolger Purchase Agreement”) to Mr. Bolger. The Bolger Purchase Agreement is incorporated by reference as Exhibit 20 to this report and incorporated herein by reference.
In addition, on October 29, 2009, the Company entered into a Securities Purchase Agreement with an affiliate of Lightyear Fund II, L.P. (“Lightyear”), for the purchase and sale of $40
million of shares of Common Stock to Lightyear (the “Lightyear Purchase Agreement”, and together with the Bolger Purchase Agreement, the “Securities Purchase Agreements”). The total gross proceeds from the sales of Common Stock to Mr. Bolger and Lightyear (the “Private Offerings”) would be $65 million. The shares of Common Stock in the Private Offerings are being sold at a per share purchase price equal to the lesser of (A) $0.87 per share, and (B) the net proceeds per share to the Company in connection with a public offering of Common Stock (the “Public Offering”).
The Private Offerings were subject to certain closing conditions, including, among others, (i) the completion of the Public Offering and the receipt of aggregate proceeds for the Private Offerings and Public Offering of at least $150 million (net of underwriting commissions and discounts); (ii) receipt of the necessary regulatory approvals by the Company and Lightyear, which will include approval under the Change in Bank Control Act of 1978, as amended, with respect to Lightyear; (iii) receipt of all necessary approvals under the Company’s charter and applicable law (as described below); and (iv) no material amendment or termination of the binding Letter Agreement, dated as of October 26, 2009, entered into by the Company and Cohen & Company Financial Management, LLC, providing for the repurchase of the Company’s outstanding trust preferred securities.
Subject to certain conditions under the Securities Purchase Agreements, the Company has granted each of Mr. Bolger and Lightyear preemptive rights on any subsequent offering of the Company’s securities at a purchase price of less than 95% of the market price of the Common Stock on the last trading day preceding the date of the Securities Purchase Agreements with respect to such issuance of securities. Mr. Bolger and Lightyear will each have such rights until such time as Mr. Bolger or Lightyear, as applicable, or their respective affiliates, cease to own 5% or more of all outstanding Common Stock.
Under the Securities Purchase Agreements, the Company has granted registration rights to each of Mr. Bolger and Lightyear. Within thirty days of the closing date of the Private Offerings, the Company must file a shelf registration statement covering the registrable securities held by Mr. Bolger and Lightyear, including all securities purchased by each of Mr. Bolger and Lightyear pursuant to the Securities Purchase Agreements. In addition, each of Mr. Bolger and Lightyear have piggy-back registration rights, pursuant to which they may include registrable securities held by them in any subsequent registration of securities by the Company, subject to certain conditions.
The Company has also agreed to take all necessary action to eliminate or minimize the effect of any anti-takeover laws, including anti-takeover provisions of the Company’s Articles of Incorporation, on the Private Offerings. In addition, so long as either Mr. Bolger or Lightyear owns at least 5% of the outstanding Common Stock of the Company, the Company has agreed not to enter into any poison pill agreement, stockholders’ rights plan or similar agreement, unless such agreement contains an exemption for each of Mr. Bolger, Lightyear and their affiliates.
A special meeting of the Company’s shareholders was held on December 7, 2009 at which the Company’s shareholders approved the issuance of $65 million in Common Stock pursuant to the Private Offerings and approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 45,000,000 to 300,000,000.
Each of Mr. Bolger and Lightyear have agreed with the Company and Keefe, Bruyette & Woods, Inc., the managing underwriter for the Public Offering, subject to certain exceptions, not to dispose of their Common Stock or securities convertible into or exchangeable for shares of Common Stock until the 90th day after the closing of the purchase of Common Stock and the Public Offering as contemplated in the Securities Purchase Agreements, except with the prior written consent of the Company and Keefe, Bruyette & Woods, Inc.
Pursuant to the terms and conditions of the Bolger Purchase Agreement, for so long as Mr. Bolger, together with his affiliates, owns at least 10% or more of all of the outstanding shares of Common Stock, Mr. Bolger will have the right to nominate two candidates for election to each of the board of directors of the Company and the board of directors of Bank of the Cascades, as candidates recommended by the board of directors of the Company, unless both of Mr. Bolger’s nominees are still serving as directors on each board and will continue to serve after the relevant election. For as long as Mr. Bolger, together with his affiliates, owns at least 5% but less than 10% of all of the outstanding shares of Common Stock, Mr. Bolger will have the right to nominate one candidate for election to each of the board of directors of the Company and the board of directors of Bank of the Cascades, as a candidate recommended by the board of directors of the Company, unless Mr. Bolger’s nominee is still serving as a director on each board and will continue to serve after the relevant election.
The foregoing description of the Securities Purchase Agreements is a summary of certain material terms of such agreements and does not purport to be a complete description of all of the terms of such agreements. The Bolger Purchase Agreement is incorporated by reference as Exhibit 20 to this report, is incorporated herein by reference and the foregoing description is qualified in its entirety by reference to the full text of the agreement filed as an exhibit hereto.
On December 23, 2009, the Company issued a press release announcing that it had terminated its Common Stock offering. Mr. Bolger is permitted to terminate the Bolger Purchase Agreement on December 31, 2009 if the conditions to closing are not satisfied. Mr. Bolger has indicated a willingness, under certain conditions, to amend these arrangements in order to provide the Company additional time to implement a capital raise.
On February 16, 2010, the Company and Mr. Bolger (and Two-Forty L.P. and the GRAT) entered into an amendment (the “Bolger Amendment”) to the Bolger Purchase Agreement. The Bolger Amendment is incorporated by reference as Exhibit 21 to this report and incorporated herein by reference. The Bolger Amendment, among other things, extends the date by which conditions of closing must be satisfied and amends these conditions. As amended, the Bolger Purchase Agreement may be terminated by a party prior to closing if the conditions to such party’s obligation to close have not been satisfied on or before May 31,
2010. A sale by the Company of its Common Stock in a concurrent public offering is no longer a condition to the closing of the sale of Common Stock to Mr. Bolger. Instead, the sale of Common Stock is now conditioned upon the Company’s simultaneous sale of shares of its Common Stock in additional private placements to other investors under separate written agreements such that the total net proceeds from the offerings is at least $150 million, in addition to the other closing conditions set forth in the Bolger Purchase Agreement and such other separate written agreements.
The foregoing description of the Bolger Amendment is a summary of the material terms of such amendment and does not purport to be a complete description of all of the terms of such amendment. The Bolger Amendment is incorporated by reference as Exhibit 21 to this report and the foregoing description is qualified in its entirety by reference to the full text of the amendment filed as an exhibit hereto.
On June 1, 2010, the Company and Mr. Bolger (and Two-Forty LLC) entered into a second amendment (the “Second Bolger Amendment”) to the Bolger Purchase Agreement to extend the date by which the conditions of closing must be satisfied. As amended, the Bolger Purchase Agreement may be terminated by a party prior to closing if the conditions to such party’s obligation to close have not been satisfied on or before June 30, 2010.
The foregoing description of the Second Bolger Amendment is a summary of the material terms of such amendment and does not purport to be a complete description of all of the terms of such amendment. The Second Bolger Amendment is incorporated by reference as Exhibit 22 to this report and the foregoing description is qualified in its entirety by reference to the full text of the amendment filed as an exhibit hereto.
On June 30, 2010, the Company and Mr. Bolger (and Two-Forty LLC) entered into a third amendment (the “Third Bolger Amendment”) to the Bolger Purchase Agreement to extend the date by which the conditions of closing must be satisfied. As amended, the Bolger Purchase Agreement may be terminated by a party prior to closing if the conditions to such party’s obligation to close have not been satisfied on or before July 15, 2010.
The foregoing description of the Third Bolger Amendment is a summary of the material terms of such amendment and does not purport to be a complete description of all of the terms of such amendment. The Third Bolger Amendment is incorporated by reference as Exhibit 23 to this report and the foregoing description is qualified in its entirety by reference to the full text of the amendment filed as an exhibit hereto.
There can be no assurances that any conditions to closing in the Bolger Purchase Agreement, as amended, will be satisfied and that the purchase of Common Stock as contemplated in the Bolger Purchase Agreement, as amended, will be consummated.
The Reporting Persons will from time to time evaluate their investment in the securities of the Company and may in the future seek to acquire additional securities or dispose of all or a portion of the securities beneficially owned by them or engage in derivative transactions (which may be physically or cash settled) relating to securities of the Company. Any such acquisition or disposition may be effected through privately negotiated transactions, in the open market, in block transactions or otherwise. Derivative transactions may involve the purchase or writing of exchange traded options or entering into over-the-counter derivative transactions; the derivative transactions may increase or decrease the Reporting Persons’ economic exposure to the Company. Any determination to acquire or dispose of securities of the Company or engage in derivative transactions will depend on a number of factors, including the Company’s business and financial position and prospects, other developments concerning the Company, the price levels at which shares of Common Stock of the Company are traded, general market and economic conditions and the availability of financing and other opportunities available to the Reporting Persons. There can be no assurance that any such acquisition or disposition of securities of the Company or derivative transactions will occur or as to the timing or method of any such acquisition, disposition or transaction.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) See items 11 and 13 of the cover pages to this Amendment No. 9 for the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. Based on information provided in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, as of May 14, 2010 there were 28,174,163 shares of Common Stock outstanding.
Mr. Bolger beneficially owns 3,463,045 shares of Common Stock, which represent approximately 12.3% of the outstanding shares of Common Stock. This total comprises 3,270,723 shares of Common Stock that Mr. Bolger owns directly as an individual, and 192,321 shares of Common Stock that Mr. Bolger owns through Two-Forty LLC, by virtue of his status as a member of Two-Forty LLC.
Two-Forty LLC beneficially owns 192,321 shares of Common Stock, which represent approximately 0.7% of the outstanding shares of Common Stock. Mr. Bolger beneficially owns these shares as a member of Two-Forty LLC.
(b) Mr. Bolger has the sole power to vote or to direct the vote or to dispose or direct the disposition of 3,270,723 shares of Common Stock.
Mr. Bolger, as a member of Two-Forty LLC, has shared power to vote or to direct the vote or to dispose or direct the disposition of 192,321 shares of Common Stock. Two-Forty LLC has shared power to vote or to direct the vote or to dispose or direct the disposition of 192,321 shares of Common Stock.
(c) None.
(d) As a member of Two-Forty LLC, Mr. Bolger has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 192,321 shares of Common Stock that are held by Two-Forty LLC.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following exhibits:
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19.
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Joint Filing Agreement, dated as of July 1, 2010, by and among the Reporting Persons.
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20.
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Securities Purchase Agreement, dated as of October 29, 2009, between the Company and David F. Bolger (previously filed as Exhibit 17 to Amendment No. 5 to the Statement on Schedule 13D filed on November 4, 2009).
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21.
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First Amendment to the Securities Purchase Agreement, dated as of February 16, 2010, by and among the Company and David F. Bolger, Two-Forty Associates and the David F. Bolger 2008 Grantor Retained Annuity Trust (previously filed as Exhibit 19 to Amendment No. 7 to the Statement on Schedule 13D filed on February 22, 2010).
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22.
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Second Amendment to the Securities Purchase Agreement, dated as of June 1, 2010, by and among the Company, David F. Bolger and Two-Forty Associates LLC (previously filed as Exhibit 18 to Amendment No. 8 to the Statement on Schedule 13D filed on June 2, 2010).
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23.
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Third Amendment to the Securities Purchase Agreement, dated as of June 30, 2010, by and among the Company, David F. Bolger and Two-Forty Associates LLC.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 6, 2010
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DAVID F. BOLGER
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/s/ David F. Bolger
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David F. Bolger
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TWO-FORTY ASSOCIATES LLC,
a New Jersey Limited Liability Company
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By:
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/s/ James T. Bolger
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James T. Bolger, its managing member
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JAMES T. BOLGER
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/s/ James T. Bolger |
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James T. Bolger
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INDEX OF EXHIBITS
Exhibit No. Description
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19.
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Joint Filing Agreement, dated as of July 1, 2010, by and among the Reporting Persons.
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20.
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Securities Purchase Agreement, dated as of October 29, 2009, between the Company and David F. Bolger (previously filed as Exhibit 17 to Amendment No. 5 to the Statement on Schedule 13D filed on November 4, 2009).
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21.
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First Amendment to the Securities Purchase Agreement, dated as of February 16, 2010, by and among the Company and David F. Bolger, Two-Forty Associates and the David F. Bolger 2008 Grantor Retained Annuity Trust (previously filed as Exhibit 19 to Amendment No. 7 to the Statement on Schedule 13D filed on February 22, 2010).
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22.
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Second Amendment to the Securities Purchase Agreement, dated as of June 1, 2010, by and among the Company, David F. Bolger and Two-Forty Associates LLC (previously filed as Exhibit 18 to Amendment No. 8 to the Statement on Schedule 13D filed on June 2, 2010).
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23.
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Third Amendment to the Securities Purchase Agreement, dated as of June 30, 2010, by and among the Company, David F. Bolger and Two-Forty Associates LLC.
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