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OMB
Number
3235-0145
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1.
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Names
of Reporting Persons.
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West
Creek Capital, LLC
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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.
o
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b.
o
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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)
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AF
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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
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Delaware
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Number
of
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7.
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Sole
Voting Power
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Shares
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Beneficially
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0
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Owned
by
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Each
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8.
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Shared
Voting Power
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Reporting
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Person
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1,596,050
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With:
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9.
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Sole
Dispositive Power
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0
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10.
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Shared
Dispositive Power
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1,596,050
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,596,050
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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
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5.9%
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14.
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Type
of Reporting Person (See Instructions)
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IA
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1.
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Names
of Reporting Persons.
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Roger
Feldman
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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.
o
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b.
o
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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)
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AF
PF
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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
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United
States
Citizen
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Number
of
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7.
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Sole
Voting Power
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Shares
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Beneficially
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28,000
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Owned
by
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Each
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8.
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Shared
Voting Power
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Reporting
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Person
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1.596.050
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With:
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9.
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Sole
Dispositive Power
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28,000
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10.
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Shared
Dispositive Power
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1,596,050
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,624,050
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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
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6%
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14.
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Type
of Reporting Person (See Instructions)
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IN
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1.
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Names
of Reporting Persons.
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Harvey
Hanerfeld
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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.
o
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b.
o
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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)
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AF
PF
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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
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United
States
Citizen
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Number
of
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7.
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Sole
Voting Power
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Shares
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Beneficially
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59,000
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Owned
by
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Each
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8.
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Shared
Voting Power
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Reporting
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Person
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1,596,050
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With:
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9.
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Sole
Dispositive Power
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59,000
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10.
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Shared
Dispositive Power
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1,596,050
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,655,050
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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
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6.2%
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14.
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Type
of Reporting Person (See Instructions)
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IN
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A.
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This
Schedule 13D is being filed jointly by (i) West Creek Capital, LLC, a
Delaware limited liability company (“West Creek”), (ii) Roger Feldman and
(iii) Harvey Hanerfeld (collectively the “Reporting Persons” and each
individually a “Reporting Person”). Roger Feldman and Harvey Hanerfeld are
the sole owners and managing members of West Creek. Each of the Reporting
Persons either individually and/or collectively is deemed to be the
beneficial owner of Shares held by (i) WC Select LP, a Delaware limited
partnership (“Select”), (ii) West Creek Partners Fund LP, a Delaware
limited partnership (“Partners Fund”), (iii) Roger Feldman, (iv) Harvey
Hanerfeld and (v) certain private accounts (the “Accounts”) with respect
to which West Creek Capital, LLC (a) is an investment advisor pursuant to
investment advisory agreements or (b) has been delegated certain powers
pursuant to the agreement described in Item 6 hereof (together, the
“Holders”). The Reporting Persons disclaim that they and/or the Holders
are members of a group as defined in Regulation
13D.
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B.
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The
principal business address of the Reporting Persons is 1919 Pennsylvania
Ave., NW, Ste. 725, Washington, DC
20006.
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C.
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The
principal business of West Creek is providing investment management
services to investment partnerships and other entities. The principal
occupation or employment of Roger Feldman is serving as owner and managing
member of West Creek. The principal occupation or employment of Harvey
Hanerfeld is serving as owner and managing member of West
Creek.
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D.
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None
of the Reporting Persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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E.
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None
of the Reporting Persons has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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F.
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Roger
Feldman and Harvey Hanerfeld are each a citizen of the United States of
America.
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a/b.
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West
Creek, as the investment adviser to Select, Partners Fund, and the
Accounts, and as party to the Agreement with Winterville, LLC
(“Winterville”) described in Item 6, and Mr. Feldman and Mr. Hanerfeld as
sole owners and managing members of West Creek may be deemed to have the
shared power to direct the voting and disposition of a total of 1,596,050
total Shares held by Select, Partners Fund, the Accounts and Winterville,
such shares constituting approximately 5.9% of the Shares of the Issuer.
Mr. Feldman has the sole power to vote or direct the voting of and to
dispose and to direct the disposition of the 28,000 shares beneficially
owned by him as an individual, and together with the 1,596,050 Shares
referenced above, such shares constitute approximately 6% of the Shares of
the Issuer. Mr. Hanerfeld has the sole power to vote or direct the voting
of and to dispose and to direct the disposition of the 50,000 shares
beneficially owned by him as an individual and the 9,000 shares of
restricted stock issued to Mr. Hanerfeld pursuant to the 2007 Omnibus
Stock and Incentive Plan of the Issuer, (which is incorporated by
reference as Exhibit 2 hereto) and together with the 1,596,050 Shares
referenced above, such shares constitute approximately 6.2% of the Shares
of the Issuer. All percentage holdings described herein are based upon the
26,929,094 Shares outstanding as of April 2, 2009, according to the
Issuer's most recent Form 10-Q filed on March 12, 2009 for the period
ending March 6, 2009.
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c.
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No
transactions in the Shares were effected by the Reporting Persons during
the past 60 days.
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d.
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No
person other than the Reporting Persons and the Holders is known to have
the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such
Shares.
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e.
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Not
applicable.
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