OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden
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hours per response: 14.5
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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||
4
|
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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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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
|
SHARED VOTING POWER
2,099,632
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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
2,099,632
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099,632
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. 72581M305
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1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Partners (QP), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
|
SEC USE ONLY
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||
4
|
SOURCE OF FUNDS (See Instructions)
WC
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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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
1,299,941
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,299,941
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||
10
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SHARED DISPOSITIVE POWER
0
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||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,941
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 72581M305
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|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Becker Drapkin Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
3
|
SEC USE ONLY
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||
4
|
SOURCE OF FUNDS (See Instructions)
WC
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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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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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
180,470
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
180,470
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||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,470
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||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 781182100
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1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
BD Partners V, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
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||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
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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
619,221
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
619,221
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||
10
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SHARED DISPOSITIVE POWER
0
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,221
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 72581M305
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BC Advisors, LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
OO
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||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,099,632
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,099,632
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099,632
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
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CUSIP No. 72581M305
|
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1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven R. Becker
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,099,632
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,099,632
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099,632
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 72581M305
|
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1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew A. Drapkin
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,099,632
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,099,632
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099,632
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Name of Reporting Person
|
Date
|
Number of Shares Purchased (Sold)
|
Average Price per Share
|
Becker Drapkin QP
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4/9/2012
|
2,372
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$3.7699
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Becker Drapkin QP
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4/10/2012
|
64,987
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$3.7635
|
Becker Drapkin QP
|
4/11/2012
|
24,414
|
$3.9237
|
Becker Drapkin QP
|
4/12/2012
|
84,747
|
$3.9920
|
Becker Drapkin QP
|
4/13/2012
|
65,865
|
$3.9335
|
Becker Drapkin QP
|
4/16/2012
|
43,910
|
$3.9900
|
Becker Drapkin QP
|
4/17/2012
|
33,987
|
$4.0500
|
Becker Drapkin QP
|
4/18/2012
|
52,253
|
$4.0398
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Becker Drapkin QP
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4/19/2012
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60,157
|
$4.0366
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Becker Drapkin QP
|
4/20/2012
|
42,242
|
$4.0767
|
Becker Drapkin QP
|
4/23/2012
|
17,916
|
$4.0172
|
Becker Drapkin QP
|
4/24/2012
|
18,091
|
$3.9840
|
Becker Drapkin QP
|
4/25/2012
|
35,480
|
$4.0200
|
Becker Drapkin QP
|
4/30/2012
|
2,145
|
$3.9900
|
Becker Drapkin QP
|
4/30/2012
|
91,111
|
$4.0385
|
Becker Drapkin QP
|
5/1/2012
|
121,844
|
$4.0467
|
Becker Drapkin QP
|
5/1/2012
|
874
|
$3.9900
|
Becker Drapkin QP
|
5/14/2012
|
52,698
|
$4.1022
|
Becker Drapkin QP
|
5/15/2012
|
35,747
|
$4.1494
|
Becker Drapkin QP
|
5/17/2012
|
8,783
|
$4.0783
|
Becker Drapkin QP
|
5/22/2012
|
27,843
|
$3.7496
|
Becker Drapkin QP
|
5/30/2012
|
44,179
|
$4.1110
|
Becker Drapkin QP
|
5/31/2012
|
1,142
|
$4.1115
|
Becker Drapkin QP
|
6/1/2012
|
74,066
|
$4.0297
|
Becker Drapkin QP
|
6/4/2012
|
14,410
|
$4.1158
|
Becker Drapkin, L.P.
|
4/9/2012
|
328
|
$3.7699
|
Becker Drapkin, L.P.
|
4/10/2012
|
9,013
|
$3.7635
|
Becker Drapkin, L.P.
|
4/11/2012
|
3,386
|
$3.9237
|
Becker Drapkin, L.P.
|
4/12/2012
|
11,753
|
$3.9920
|
Becker Drapkin, L.P.
|
4/13/2012
|
9,135
|
$3.9335
|
Becker Drapkin, L.P.
|
4/16/2012
|
6,090
|
$3.9900
|
Becker Drapkin, L.P.
|
4/17/2012
|
4,713
|
$4.0500
|
Becker Drapkin, L.P.
|
4/18/2012
|
7,247
|
$4.0398
|
Becker Drapkin, L.P.
|
4/19/2012
|
8,343
|
$4.0366
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Becker Drapkin, L.P.
|
4/20/2012
|
5,858
|
$4.0767
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Becker Drapkin, L.P.
|
4/23/2012
|
2,484
|
$4.0172
|
Becker Drapkin, L.P.
|
4/24/2012
|
2,509
|
$3.9840
|
Becker Drapkin, L.P.
|
4/25/2012
|
4,920
|
$4.0200
|
Becker Drapkin, L.P.
|
4/30/2012
|
298
|
$3.9900
|
Becker Drapkin, L.P.
|
4/30/2012
|
12,636
|
$4.0385
|
Becker Drapkin, L.P.
|
5/1/2012
|
16,882
|
$4.0467
|
Becker Drapkin, L.P.
|
5/1/2012
|
121
|
$3.9900
|
Becker Drapkin, L.P.
|
5/14/2012
|
7,302
|
$4.1022
|
Becker Drapkin, L.P.
|
5/15/2012
|
4,953
|
$4.1494
|
Becker Drapkin, L.P.
|
5/17/2012
|
1,217
|
$4.0783
|
Becker Drapkin, L.P.
|
5/22/2012
|
3,857
|
$3.7496
|
Becker Drapkin, L.P.
|
5/30/2012
|
6,121
|
$4.1110
|
Becker Drapkin, L.P.
|
5/31/2012
|
158
|
$4.1115
|
Becker Drapkin, L.P.
|
6/1/2012
|
10,234
|
$4.0297
|
Becker Drapkin, L.P.
|
6/4/2012
|
1,990
|
$4.1158
|
BD Partners V
|
5/2/2012
|
109,617
|
$4.1500
|
BD Partners V
|
5/3/2012
|
113,550
|
$4.1669
|
BD Partners V
|
5/4/2012
|
148,812
|
$4.0498
|
BD Partners V
|
5/8/2012
|
5,636
|
$4.1200
|
BD Partners V
|
5/9/2012
|
29,406
|
$4.1500
|
BD Partners V
|
5/10/2012
|
25,000
|
$4.1999
|
BD Partners V
|
5/10/2012
|
3,600
|
$4.1581
|
BD Partners V
|
5/11/2012
|
77,300
|
$4.1500
|
BD Partners V
|
5/15/2012
|
20,000
|
$4.1494
|
BD Partners V
|
5/17/2012
|
20,000
|
$4.0783
|
BD Partners V
|
5/18/2012
|
25,000
|
$3.9724
|
BD Partners V
|
5/24/2012
|
5,300
|
$3.7706
|
BD Partners V
|
5/25/2012
|
9,300
|
$3.9698
|
BD Partners V
|
5/29/2012
|
16,700
|
$4.0606
|
BD Partners V
|
5/30/2012
|
10,000
|
$4.1110
|
(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
(e) Not applicable.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
|
On June 6, 2012, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 2.
Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
|
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 1
|
Letter, dated June 5, 2012, to Board of Directors of Tuesday Morning Corporation from Becker Drapkin Management, L.P.
|
Exhibit 2
|
Joint Filing Agreement, dated June 6, 2012, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners V, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin
|
Exhibit 3
|
Power of Attorney, dated July 19, 2010, signed by Steven R. Becker
|
Exhibit 4
|
Power of Attorney, dated March 16, 2010, signed by Matthew A. Drapkin
|
BECKER DRAPKIN MANAGEMENT, L.P.
|
|||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BECKER DRAPKIN PARTNERS (QP), L.P.
|
|||||
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BECKER DRAPKIN PARTNERS, L.P.
|
|||||
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BD PARTNERS V, L.P.
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BC ADVISORS, LLC
|
|||||
|
|||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
STEVEN R. BECKER
|
|||||
|
|||||
By: |
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
MATTHEW A. DRAPKIN | |||||
By: |
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
·
|
Tuesday Morning’s stores are the least productive, as measured by Sales per Square Foot and Gross Margin Dollars per Square Foot;
|
·
|
Tuesday Morning’s stores continue to decline in productivity on an absolute and relative basis, as measured by Same-Store Sales;
|
·
|
Tuesday Morning has the lowest Earnings Before Interest and Taxes (EBIT) margins;
|
·
|
Tuesday Morning has the worst one-year return on stock price – approximately (-10.0%) versus a median 37.5% improvement;
|
·
|
Tuesday Morning has the worst two-year return on stock price – approximately (-10.2%) versus a median 70.3% improvement; and
|
·
|
Tuesday Morning has the worst five-year return on stock price – approximately (-70.3%) versus a median 104.0% improvement.
|
·
|
EBITDA has declined from approximately $74mm (for the twelve-month period ending June 30, 2000) to approximately $24mm (for the twelve-month period ending March 31, 2012) – a 68% decline;
|
·
|
Enterprise value has declined from approximately $708mm (based on the stock price as of July 31, 2000 and net debt as of June 30, 2000) to approximately $133mm (based on the stock price as of June 5, 2012 and net debt as of March 31, 2012) – an 81% decline; and
|
·
|
Equity Market Cap has declined from approximately $476mm (as of July 31, 2000) to approximately $172mm – a 64% decline.
|
Appendix 1: Competitive Benchmarking
|
Exhibit 1.1 : Operating Comparison of Dollar and Close-out Stores
|
Fiscal Year (1)
|
Most Recent Quarter
|
|||||||||
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
Sales per Square Foot of Selling Space:
|
||||||||||
Tuesday Morning (2)
|
$148
|
$136
|
$122
|
$52
|
$109
|
$96
|
$99
|
$98
|
$21
|
|
Dollar Stores
|
||||||||||
Big Lots
|
$134
|
$148
|
$161
|
$161
|
$162
|
$162
|
$164
|
$157
|
$39
|
|
Dollar General
|
153
|
157
|
160
|
165
|
178
|
189
|
194
|
206
|
54
|
|
Dollar Tree
|
168
|
156
|
161
|
155
|
158
|
167
|
174
|
182
|
52
|
|
Family Dollar Stores
|
149
|
152
|
147
|
154
|
152
|
158
|
165
|
174
|
48
|
|
Fred’s
|
170
|
171
|
174
|
171
|
189
|
187
|
193
|
192
|
51
|
|
Close-out Stores
|
||||||||||
Ross Stores
|
$297
|
$304
|
$305
|
$301
|
$298
|
$311
|
$324
|
$338
|
$90
|
|
The TJX Companies (Company-wide)
|
295
|
294
|
303
|
312
|
309
|
320
|
332
|
345
|
86
|
|
The TJX Companies (HomeGoods stores)
|
244
|
244
|
263
|
266
|
253
|
282
|
296
|
304
|
81
|
|
Gross Margin Dollars per Square Foot of Selling Space:
|
||||||||||
Tuesday Morning (2)
|
$56
|
$52
|
$46
|
$19
|
$40
|
$36
|
$37
|
$37
|
$8
|
|
Dollar Stores
|
||||||||||
Big Lots
|
$55
|
$58
|
$64
|
$64
|
$65
|
$66
|
$67
|
$63
|
$15
|
|
Dollar General
|
45
|
45
|
41
|
46
|
52
|
59
|
62
|
65
|
17
|
|
Dollar Tree
|
55
|
51
|
52
|
51
|
53
|
57
|
60
|
63
|
20
|
|
Family Dollar Stores
|
50
|
50
|
49
|
51
|
51
|
55
|
58
|
61
|
17
|
|
Fred’s
|
49
|
49
|
50
|
49
|
54
|
53
|
56
|
56
|
15
|
|
Close-out Stores
|
||||||||||
Ross Stores
|
$63
|
$63
|
$67
|
$64
|
$68
|
$78
|
$86
|
$91
|
$26
|
|
The TJX Companies (Company-wide)
|
70
|
69
|
73
|
76
|
74
|
84
|
89
|
94
|
24
|
|
The TJX Companies (HomeGoods stores)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Same-store Sales:
|
||||||||||
Tuesday Morning (2)
|
(1.7%)
|
(4.0%)
|
(7.9%)
|
(2.5%)
|
(7.6%)
|
(12.5%)
|
2.2%
|
(1.2%)
|
(3.2%)
|
|
Dollar Stores
|
||||||||||
Big Lots
|
0.0%
|
1.8%
|
4.6%
|
2.0%
|
0.5%
|
0.7%
|
2.5%
|
0.1%
|
(0.8%)
|
|
Dollar General
|
3.2%
|
2.2%
|
3.3%
|
-
|
9.0%
|
9.5%
|
4.9%
|
6.0%
|
6.7%
|
|
Dollar Tree
|
0.5%
|
(0.8%)
|
4.6%
|
2.7%
|
4.1%
|
7.2%
|
6.3%
|
6.0%
|
7.3%
|
|
Family Dollar Stores
|
1.9%
|
2.3%
|
3.7%
|
0.9%
|
1.2%
|
4.0%
|
4.8%
|
5.5%
|
4.5%
|
|
Fred’s
|
2.2%
|
1.2%
|
2.4%
|
0.3%
|
1.8%
|
0.4%
|
2.2%
|
0.5%
|
(0.4%)
|
|
Close-out Stores
|
||||||||||
Ross Stores
|
(1.0%)
|
6.0%
|
4.0%
|
1.0%
|
2.0%
|
6.0%
|
5.0%
|
5.0%
|
9.0%
|
|
The TJX Companies (TJ Max / Marshall’s Stores)
|
-
|
2.0%
|
2.0%
|
1.0%
|
0.0%
|
7.0%
|
4.0%
|
5.0%
|
8.0%
|
|
The TJX Companies (HomeGoods stores)
|
1.0%
|
1.0%
|
4.0%
|
3.0%
|
(3.0%)
|
9.0%
|
6.0%
|
6.0%
|
9.0%
|
|
Operating Margin:
|
||||||||||
Tuesday Morning (2)
|
11.6%
|
10.4%
|
6.4%
|
1.4%
|
2.8%
|
0.3%
|
2.4%
|
2.2%
|
(3.5%)
|
|
Dollar Stores
|
||||||||||
Big Lots
|
1.7%
|
0.6%
|
3.5%
|
5.1%
|
5.5%
|
6.6%
|
7.2%
|
6.6%
|
5.3%
|
|
Dollar General
|
7.3%
|
6.5%
|
2.7%
|
3.8%
|
5.9%
|
8.1%
|
9.8%
|
10.1%
|
9.9%
|
|
Dollar Tree
|
9.4%
|
8.4%
|
7.8%
|
7.8%
|
7.9%
|
9.8%
|
11.2%
|
11.8%
|
16.7%
|
|
Family Dollar Stores
|
7.6%
|
5.8%
|
5.7%
|
5.7%
|
5.2%
|
6.2%
|
7.3%
|
7.5%
|
9.0%
|
|
Fred’s
|
2.7%
|
2.5%
|
2.4%
|
1.8%
|
2.1%
|
2.2%
|
2.6%
|
2.7%
|
3.4%
|
|
Close-out Stores
|
||||||||||
Ross Stores
|
7.0%
|
6.6%
|
7.0%
|
7.0%
|
7.6%
|
10.1%
|
11.5%
|
12.4%
|
14.4%
|
|
The TJX Companies (Company-wide)
|
6.8%
|
6.5%
|
7.5%
|
7.9%
|
7.6%
|
9.8%
|
10.0%
|
10.6%
|
11.9%
|
|
The TJX Companies (HomeGoods stores)
|
1.8%
|
2.4%
|
4.5%
|
5.1%
|
2.7%
|
7.7%
|
9.5%
|
10.4%
|
11.7%
|
Source: Financial information contained herein is based on SEC filings and other publicly available information. All analysis is prepared by Becker Drapkin and is for discussion purposes only. Figures are in millions.
|
(1) Fiscal year end dates vary by company. Figures are for the fiscal year most closely associated with the calendar year end of the same name.
|
(2) In 2007, Tuesday Morning changed its fiscal year from December 31st to June 30th, creating a six month stub period for fiscal year 2007.
|
Appendix 2: Comparable Companies Analysis & Share Price Performance
|
||||||||||||
Exhibit 2.1: Industry Peer Group – Trading Comparable Analysis
|
||||||||||||
Sales
|
EBITDA
|
EV / Sales
|
EV / EBITDA
|
|||||||||
Company
|
Price
(6/4/12)
|
Market
Cap.
|
Net
Debt
|
Ent.
Value
|
FY12
|
FY13
|
FY12
|
FY13
|
FY12
|
FY13
|
FY12
|
FY13
|
Tuesday Morning
|
$4.05
|
$172
|
($39)
|
$133
|
$818
|
$801
|
$26
|
NA
|
0.2x
|
0.2x
|
5.1x
|
NM
|
Dollar Stores
|
||||||||||||
Big Lots
|
$37.66
|
$2,476
|
($80)
|
$2,397
|
$5,575
|
$5,798
|
$452
|
$485
|
0.4x
|
0.4x
|
5.3x
|
4.9x
|
Dollar General
|
47.29
|
15,716
|
2,492
|
18,208
|
16,110
|
17,606
|
1,978
|
2,213
|
1.1x
|
1.0x
|
9.2x
|
8.2x
|
Dollar Tree
|
101.36
|
11,723
|
(117)
|
11,606
|
7,466
|
8,080
|
1,103
|
1,216
|
1.6x
|
1.4x
|
10.5x
|
9.5x
|
Family Dollar Stores
|
67.99
|
7,939
|
374
|
8,311
|
9,333
|
10,273
|
915
|
1,038
|
0.9x
|
0.8x
|
9.1x
|
8.0x
|
Fred's
|
14.08
|
524
|
(1)
|
524
|
1,981
|
2,012
|
97
|
105
|
0.3x
|
0.3x
|
5.4x
|
5.0x
|
Close-out Stores
|
||||||||||||
Ross Stores
|
$62.18
|
$14,085
|
($592)
|
$13,493
|
$9,540
|
$9,832
|
$1,439
|
$1,483
|
1.4x
|
1.4x
|
9.4x
|
9.1x
|
The TJX Companies
|
41.13
|
30,475
|
(952)
|
29,524
|
25,221
|
26,694
|
3,491
|
3,735
|
1.2x
|
1.1x
|
8.5x
|
7.9x
|
Source: Financial information (including EBITDA) contained herein is based on SEC filings and Bloomberg, and share prices and related information (e.g., Equity Market Cap) are based on the closing share prices as of June 5, 2012. All analysis is prepared by Becker Drapkin and is for discussion purposes only. Figures are in millions except per share data.
|
||||||||||||
Note: Projected financials are based on Bloomberg consensus and Becker Drapkin estimates.
|
Exhibit 2.2: Industry Peer Group – Stock Price Performance
|
1-Year Return Stock Price Return
|
|
2-Year Return Stock Price Return
|
|
5-Year Stock Price Return
|
|
Source: Financial information contained herein is based on Bloomberg, and share prices are based on the closing share prices as of June 5, 2012. All analysis is prepared by Becker Drapkin and is for discussion purposes only.
|
Note: Excludes dividends
|
BECKER DRAPKIN MANAGEMENT, L.P.
|
|||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BECKER DRAPKIN PARTNERS (QP), L.P.
|
|||||
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BECKER DRAPKIN PARTNERS, L.P.
|
|||||
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BD PARTNERS V, L.P.
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
BC ADVISORS, LLC
|
|||||
|
|||||
By:
|
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
STEVEN R. BECKER
|
|||||
|
|||||
By: |
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||
MATTHEW A. DRAPKIN | |||||
By: |
/s/ Andrew S. McLelland
|
||||
Name: Andrew S. McLelland
|
|||||
Title: Attorney-in-Fact
|
|||||