|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January
7, 2009
|
|
13D
|
Page 2
of 10
|
|
1. Names
of Reporting Person
Wanger
Investment Management, Inc.
|
||
|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
x
|
||
|
3. SEC
Use Only
|
||
|
4. Source
of Funds (See
Instructions)
AF
|
||
|
5. Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e) ¨
|
||
|
6. Citizenship
or Place of Organization
Illinois
|
||
|
7. Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
8. Shared
Voting Power
1,620,793
|
|
|
9. Sole
Dispositive Power
0
|
||
|
10. Shared
Dispositive Power
1,620,793
|
||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,674,802
|
||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
(See
Instructions)
|
||
|
13. Percent
of Class Represented by Amount in Row (11)
10.2%
|
||
|
14. Type
of Reporting Person (See
Instructions)
IA
CO
|
||
|
CUSIP
NO. 021489109
|
13D
|
Page 3
of 10
|
|
1. Names
of Reporting Person
Wanger
Long Term Opportunity Fund II, LP
|
|
|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
x
|
|
|
3. SEC
Use Only
|
|
|
4. Source
of Funds (See
Instructions)
WC
|
|
|
5. Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e) ¨
|
|
|
6. Citizenship
or Place of Organization
Delaware
|
|
|
7. Sole
Voting Power
0
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
8. Shared
Voting Power
1,620,793
|
|
9. Sole
Dispositive Power
0
|
|
|
10. Shared
Dispositive Power
1,620,793
|
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,674,802
|
|
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
(See
Instructions)
|
|
|
13. Percent
of Class Represented by Amount in Row (11)
10.2%
|
|
|
14. Type
of Reporting Person (See
Instructions)
OO
PN
|
|
|
CUSIP
NO. 021489109
|
13D
|
Page 4
of 10
|
|
1. Names
of Reporting Person
WLTOF
GP LLC
|
|
|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
x
|
|
|
3. SEC
Use Only
|
|
|
4. Source
of Funds (See
Instructions)
AF
|
|
|
5. Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e) ¨
|
|
|
6. Citizenship
or Place of Organization
Delaware
|
|
|
7. Sole
Voting Power
0
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
8. Shared
Voting Power
1,620,793
|
|
9. Sole
Dispositive Power
0
|
|
|
10. Shared
Dispositive Power
1,620,793
|
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,674,802
|
|
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
(See
Instructions)
|
|
|
13. Percent
of Class Represented by Amount in Row (11)
10.2%
|
|
|
14. Type
of Reporting Person (See
Instructions)
HC
|
|
|
CUSIP
NO. 021489109
|
13D
|
Page 5
of 10
|
|
1.
Names of Reporting Person
Eric D. Wanger
|
|
|
2.
Check the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
o
(b)
x
|
|
|
3.
SEC Use Only
|
|
|
4. Source
of Funds (See
Instructions)
PF
|
|
|
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e) ¨
|
|
|
6.
Citizenship or Place of Organization
USA
|
|
|
7.
Sole Voting Power
54,009
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
8. Shared
Voting Power
1,620,793
|
|
9.
Sole Dispositive Power
54,009
|
|
|
10. Shared
Dispositive Power
1,620,793
|
|
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,674,802
|
|
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
(See
Instructions)
|
|
|
13. Percent
of Class Represented by Amount in Row (11)
10.5%
|
|
|
14. Type
of Reporting Person (See
Instructions)
IN
|
|
|
CUSIP
NO. 021489109
|
13D
|
Page
6 of 10
|
|
A.
|
Wanger
Investment Management, Inc.
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|||
|
(i)
|
Name
of Person Filing:
|
Wanger
Investment Management, Inc. (“WIM”)
|
||
|
(ii)
|
Organization:
|
Delaware
corporation
|
||
|
(iii)
|
Principal
Business:
|
Investment
management
|
||
|
(iv)
|
Address
of Principal Office:
|
401
North Michigan Avenue, Suite 1301
Chicago,
Illinois 60611
|
||
|
(v)
|
Prior
Criminal Convictions:
|
None
|
||
|
(vi)
|
Prior
Civil Proceedings with Respect to Federal or State Securities
Laws:
|
None
|
||
|
B.
|
Wanger
Long Term Opportunity Fund II, LP
|
|||
|
(i)
|
Name
of Person Filing:
|
Wanger
Long Term Opportunity Fund II, LP (“WLTOF”)
|
||
|
(ii)
|
Organization:
|
Delaware
limited partnership
|
||
|
(iii)
|
Principal
Business:
|
Private
investment fund
|
||
|
(iv)
|
Address
of Principal Office:
|
c/o
Wanger Investment Management, Inc.
401
North Michigan Avenue, Suite 1301
Chicago,
Illinois 60611
|
||
|
(v)
|
Prior
Criminal Convictions:
|
None
|
||
|
CUSIP
NO. 021489109
|
13D
|
Page
7 of 10
|
|
(vi)
|
Prior
Civil Proceedings with Respect to Federal or State Securities
Laws:
|
None
|
||
|
C.
|
WLTOF
GP LLC
|
|||
|
(i)
|
Name
of Person Filing:
|
WLTOF
GP LLC (“GP”)
|
||
|
(ii)
|
Organization:
|
Delaware
limited liability company
|
||
|
(iii)
|
Principal
Business:
|
General
partner of private investment fund
|
||
|
(iv)
|
Address
of Principal Office:
|
c/o
Wanger Investment Management, Inc.
401
North Michigan Avenue, Suite 1301
Chicago,
Illinois 60611
|
||
|
(v)
|
Prior
Criminal Convictions:
|
None
|
||
|
(vi)
|
Prior
Civil Proceedings with Respect to Federal or State Securities
Laws:
|
None
|
||
|
D.
|
Eric
D. Wanger
|
|||
|
(i)
|
Name
of Person Filing:
|
Eric
D. Wanger (“Mr. Wanger”)
|
||
|
(ii)
|
Residence
or Business Address:
|
c/o
Wanger Investment Management, Inc.
401
North Michigan Avenue, Suite 1301
Chicago,
Illinois 60611
|
||
|
(iii)
|
Present
Occupation:
|
Investment
management
|
||
|
(iv)
|
Prior
Criminal Convictions:
|
None
|
||
|
(v)
|
Prior
Civil Proceedings with Respect to Federal or State Securities
Laws:
|
None
|
||
|
(vi)
|
Citizenship
|
United
States of
America
|
||
|
CUSIP
NO. 021489109
|
13D
|
Page
8 of 10
|
|
(a):
|
To
the knowledge of the Reporting Persons, there were 15,885,480 shares of
Common Stock outstanding as of December 22, 2008, based on the Issuer’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
The Reporting Persons beneficially own 1,674,802 shares of Common Stock,
including 16,665 shares issuable upon exercise of options to acquire
shares of Common Stock held by Mr. Wanger and exercisable as of the date
hereof or within 60 days of the date hereof. Based upon the foregoing, the
1,674,802 shares reported herein as beneficially owned by the Reporting
Persons constitute 10.5% of the outstanding shares of Common Stock and
consist of the
following:
|
|
(i)
|
1,620,793
shares of Common Stock held by
WLTOF;
|
|
(ii)
|
37,344
shares of Common Stock held by Mr. Wanger;
and
|
|
(iii)
|
16,665
shares of Common Stock issuable upon exercise of options to acquire shares
of Common Stock, which options are held by Mr. Wanger and exercisable as
of the date hereof or within 60 days of the date
hereof.
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CUSIP
NO. 021489109
|
13D
|
Page
9 of 10
|
|
As
a director of the Issuer, Mr. Wanger has received options to purchase a
total of 40,000 shares of Common Stock pursuant to (1) a Stock Option
Agreement, dated January 22, 2007, between the Issuer and Mr. Wanger,
granting options to purchase 20,000 shares of Common Stock (the “January
2007 Option Grant”) and (2) a Stock Option Agreement, dated November 15,
2007, between the Issuer and Mr. Wanger, granting options to purchase
20,000 shares of Common Stock (the “November 2007 Option
Grant”).
The
options granted to Mr. Wanger pursuant to the January 2007 Option Grant
vest and become exercisable as follows: options to purchase 5,000 shares
vested on January 22, 2008 and options to purchase 416 shares vested and
continue to vest on the 22nd
day of each month thereafter. As of the date hereof, options to
purchase 10,416 such shares have vested and are exercisable, or will vest
and be exercisable within 60 days of the date
hereof. Accordingly, 10,416 of such Common Shares are included
in Item 5(a)(iii) above.
The
options granted to Mr. Wanger pursuant to the November 2007 Option Grant
vest and become exercisable as follows: options to purchase 5,000 shares
vested on November 15, 2008 and options to purchase 416 shares vested and
continue to vest on the 22nd
day of each month thereafter. As of the date hereof, options to
purchase 6,249 shares have vested and are exercisable, or will vest and be
exercisable within 60 days of the date hereof. Accordingly,
6,249 of such Common Shares are included in Item 5(a)(iii)
above.
Excluded
from the figures listed above in this Item 5(a) are options to purchase
23,335 shares of Common Stock as to which Mr. Wanger’s right to exercise
has not vested as of the date of this filing and will not vest within 60
days of the date hereof.
|
|
(b)
|
WLTOF
has shared voting and dispositive power with respect to, and is the record
owner of, 1,620,793 shares of Common Stock and accordingly is deemed to be
the beneficial owner of such Common Stock for purposes of Section 13(d) of
the Securities Exchange Act of 1934 (as amended, the “1934
Act”).
WIM
manages investment portfolios for clients including WLTOF. In
that capacity, WIM has shared voting and dispositive power over the Common
Stock held by WLTOF and accordingly is deemed to be the beneficial owner
of such Common Stock for purposes of Section 13(d) of the 1934
Act. Except for such deemed beneficial ownership, WIM
does not own any Common Stock or other equity securities of the
Issuer. WIM disclaims beneficial ownership of the shares of
Common Stock reported hereunder.
GP
is the general partner of WLTOF. In that capacity, GP has
shared voting and dispositive power over the Common Stock held by WLTOF
and accordingly is deemed to be the beneficial owner of the 1,620,793
shares of Common Stock beneficially owned by WLTOF, for purposes of
Section 13(d) of the 1934 Act. Except for such deemed
beneficial ownership, GP does not own any Common Stock or other equity
securities of the Issuer. GP disclaims beneficial ownership of
the shares of Common Stock reported hereunder, except to the extent of its
beneficial interest in WLTOF.
Mr.
Wanger is the President of WIM and the managing member of
GP. In those capacities, Mr. Wanger has shared voting and
dispositive power over the Common Stock held by WLTOF and accordingly, is
deemed to be the beneficial owner of the 1,620,793 shares of Common Stock
beneficially owned by WLTOF, for purposes of Section 13(d) of the 1934
Act. In addition, Mr. Wanger has sole voting and dispositive
power over the 37,344 shares of Common Stock and options to acquire
additional shares of Common Stock that he holds and accordingly is deemed
to be the beneficial owner of 54,009 shares of Common Stock, for purposes
of Section 13(d) of the 1934 Act. Mr. Wanger disclaims
beneficial ownership of the shares of Common Stock reported hereunder,
with the exception of: (a) his direct holdings of (1) 37,344 shares of
Common Stock and (2) options presently exercisable, or exercisable within
60 days of the date hereof, to acquire an aggregate of 16,665 shares of
Common Stock; and (b) shares of Common Stock held by WLTOF, except to the
extent of his beneficial interest in WLTOF.
Except
as set forth below, as of the date hereof, none of the Reporting Persons
beneficially owns any shares of Common Stock other than the shares
beneficially owned by the Reporting Persons and reported
herein.
|
|
(c)
|
Since
the filing of the Previous Schedule 13D, no transactions in the Common
Stock were effected by the Reporting Persons. As
described in Item 5(a), however, certain of Mr. Wanger’s options to
purchase Common Stock vest on a monthly basis.
|
|
CUSIP
NO. 021489109
|
13D
|
Page
10 of 10
|
|
(d)
|
No
persons other than the Reporting Persons have the right to receive or to
direct the power to receive dividends from, or the proceeds from the sale
of shares of Common Stock owned by the Reporting Persons. Each
of the Reporting Persons has the right to receive or to direct the power
to receive dividends from, or the proceeds from the sale of shares of,
such Common Stock only to the extent of its beneficial interest in such
shares of Common Stock.
|
|
(e)
|
Not
Applicable
|
|
|
|
|
Exhibit
|
Agreement
|
|
|
99.1
|
Form
of Stock Option Agreement (incorporated by reference to exhibit filed with
the Issuer’s Registration Statement on Form S-1 (No. 333-80037) declared
effective on October 4, 1999).
|
|
|
99.1
|
Joint
Filing Agreement by and among the Reporting Persons dated as of January 7,
2009.
|
|
|
|
|
By:
|
/s/
Eric D. Wanger
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
President
|
|
By:
|
WLTOF
GP LLC
|
|
Title:
|
General
Partner
|
|
By:
|
/s/
Eric D. Wanger
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
Managing
Member
|
|
By:
|
/s/
Eric D. Wanger
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
Managing
Member
|
|
By:
|
/s/
Eric D. Wanger
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
President
|
|
By:
|
WLTOF
GP LLC
|
|
Title:
|
General
Partner
|
|
By:
|
/s/
Eric D. Wanger
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
Managing
Member
|
|
By:
|
/s/
Eric D. Wanger
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
Managing
Member
|