SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
AMENDMENT NO. 1
(Name of Issuer)
Common Stock, par value $0.0005 per share
(Title of Class of Securities)
74345W 10 8
(CUSIP Number)
Herbert Kozlov, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, New York 10022
(212) 521-5400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
CUSIP No: 74345W 10 8
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1.
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NAME OF REPORTING PERSON:
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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4.
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SOURCE OF FUNDS (See Instructions)
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PF
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or 2(e): [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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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
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1,316,197
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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1,235,282
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,316,197 shares of common stock
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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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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.98%
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14.
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TYPE OF REPORTING PERSON (See Instructions) IN
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Introductory Note:
This Amendment No. 1 amends the Statement on Schedule 13D filed by Ted Karkus (the “Reporting Person”) on April 27, 2011 to the extent specifically set forth below. Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented by adding the following after the last paragraph thereof:
The Reporting Person acquired 171,018 shares of Common Stock in open market transactions on the Nasdaq Global Market on November 14, 2011 for aggregate consideration of $145,671.30 (exclusive of commissions). All of the purchases were made with the Reporting Person’s personal funds.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:
(a)-(b) Based on 14,657,571 shares of Common Stock outstanding as of November 10, 2011, the Reporting Person may be deemed to beneficially own 1,316,197 shares of Common Stock. Such ownership represents 8.97% of the issued and outstanding shares of the Issuer.
The Reporting Person has (i) sole power to vote 1,316,197 shares of Common Stock which is comprised of 1,216,197 shares and options to purchase 100,000 shares that will vest and become exercisable on December 15, 2011; and (ii) sole power to dispose of 1,235,282 shares of Common Stock which is comprised of 1,235,282 shares and options to purchase 100,000 shares that will vest and become exercisable on December 15, 2011. Such amounts do not include options to purchase 500,000 shares of Common Stock that have not vested and therefore are not exercisable within 60 days of the date hereof.
(c) The Reporting Person has not engaged in any transaction in the Common Stock during the last 60 days except as follows:
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Date
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Transaction
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Number of Shares
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Weighted Average Purchase
Price Per Share
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November 14, 2011
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Purchase
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171,018
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$ 0.852
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(d)-(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 15, 2011
By: /s/ Ted Karkus