|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May
15, 2009
|
|
13D
|
Page 2
of 11
|
|
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
1,734,293
|
|||
|
9. Sole
Dispositive Power
0
|
||||
|
10. Shared
Dispositive Power
1,734,293
|
||||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,791,637
|
||||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
(See
Instructions)
|
||||
|
13. Percent
of Class Represented by Amount in Row (11)
11.3%
|
||||
|
14. Type
of Reporting Person (See
Instructions)
IA CO
|
||||
|
CUSIP
NO. 021489109
|
13D
|
Page 3
of 11
|
|
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
1,734,293
|
|||
|
9. Sole
Dispositive Power
0
|
||||
|
10. Shared
Dispositive Power
1,734,293
|
||||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,791,637
|
||||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
(See
Instructions)
|
||||
|
13. Percent
of Class Represented by Amount in Row (11)
11.3%
|
||||
|
14. Type
of Reporting Person (See
Instructions)
OO PN
|
||||
|
CUSIP
NO. 021489109
|
13D
|
Page 4
of 11
|
|
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
1,734,293
|
|||
|
9. Sole
Dispositive Power
0
|
||||
|
10. Shared
Dispositive Power
1,734,293
|
||||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,791,637
|
||||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
(See
Instructions)
|
||||
|
13. Percent
of Class Represented by Amount in Row (11)
11.3%
|
||||
|
14. Type
of Reporting Person (See
Instructions)
HC
|
||||
|
CUSIP
NO. 021489109
|
13D
|
Page 5
of 11
|
|
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
57,344
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
8. Shared
Voting Power
1,734,293
|
|||
|
9.
Sole Dispositive Power
57,344
|
||||
|
10. Shared
Dispositive Power
1,734,293
|
||||
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,791,637
|
||||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
(See
Instructions)
|
||||
|
13. Percent
of Class Represented by Amount in Row (11)
11.3%
|
||||
|
14. Type
of Reporting Person (See
Instructions)
IN
|
||||
|
CUSIP
NO. 021489109
|
13D
|
Page
6 of 11
|
|
CUSIP
NO. 021489109
|
13D
|
Page 7
of 11
|
|
CUSIP
NO. 021489109
|
13D
|
Page 8
of 11
|
|
(a):
|
To
the knowledge of the Reporting Persons, there were 15,885,480 shares of
Common Stock outstanding as of May 15, 2009, based on the Issuer’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009.
The Reporting Persons beneficially own 1,791,637 shares of Common Stock,
including 20,000 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
1,791,637 shares reported herein as beneficially owned by the Reporting
Persons constitute 11.3% of the outstanding shares of Common Stock and
consist of the following:
|
|
(i)
|
1,734,293
shares of Common Stock held by
WLTOF;
|
|
(ii)
|
37,344
shares of Common Stock held by Mr. Wanger;
and
|
|
(iii)
|
20,000
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.
|
|
CUSIP
NO. 021489109
|
13D
|
Page 9
of 11
|
|
During
his service as a director of the Issuer, Mr. Wanger 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 416.67 shares vested
and continue to vest on the 22nd
day of each month thereafter. As of the date hereof, options to
purchase 12,080 such shares have vested and are exercisable, or will vest
and be exercisable within 60 days of the date
hereof. Accordingly, 12,080 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 416.67 shares vested
and continue to vest on the 22nd
day of each month thereafter. As of the date hereof, options to
purchase 7,920 shares have vested and are exercisable, or will vest and be
exercisable within 60 days of the date hereof. Accordingly,
7,920 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
20,000 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, 1,734,293 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 1,734,293
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 1,734,293 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 57,344 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 20,000 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.
|
|
CUSIP
NO. 021489109
|
13D
|
Page 10
of 11
|
|
(c)
|
Except
as set forth below, since the filing of the previous Schedule 13D/A on
January 7, 2009, no transactions in the Common Stock were effected by the
Reporting Persons, other than the following open-market purchases by
WLTOF:
|
|
Date
|
Shares Purchased
|
Price Per Share
|
|
|
January
30, 2009
|
2,000
|
$0.89
|
|
|
February
2, 2009
|
30,000
|
$0.85
|
|
|
February
26, 2009
|
15,000
|
$0.85
|
|
|
February
27, 2009
|
300
|
$0.85
|
|
|
April
9, 2009
|
66,100
|
$0.75
|
|
|
In
addition, as described in Item 5(a), certain of Mr. Wanger’s options to
purchase Common Stock vest on a monthly basis.
|
|||
|
(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
|
|
|
|
|
|
Item
7. Material to be Filed as
Exhibits.
|
|
Exhibit
|
Agreement
|
|
|
99.1
|
Press
Release dated May 15, 2009
|
|
|
99.2
|
Letter
to Issuer’s Board of Directors dated May 15, 2009
|
|
|
99.3
|
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).
|
|
|
99.4
|
Joint
Filing Agreement by and among the Reporting Persons dated May 15,
2009.
|
|
|
|
|
CUSIP
NO. 021489109
|
13D
|
Page 11
of 11
|
|
|
Date:
May 15, 2009
|
|
|
WANGER
INVESTMENT MANAGEMENT, INC.
|
|
By:
|
_/s/
Eric D. Wanger______________
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
President
|
|
|
WANGER
LONG TERM OPPORTUNITY FUND II, LP
|
|
By:
|
WLTOF
GP LLC
|
|
Title:
|
General
Partner
|
|
|
By:
|
_/s/
Eric D. Wanger______________
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
Managing
Member
|
|
|
WLTOF
GP LLC
|
|
By:
|
_/s/
Eric D. Wanger______________
|
|
Name:
|
Eric
D. Wanger
|
|
Title:
|
Managing
Member
|
|
|
_/s/
Eric D. Wanger______________
|
|
|
ERIC
D. WANGER,
individually
|