SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Energy Focus, Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock, $0.0001 par value per share
------------------------------------------------------
(Title of Class of Securities))
29268T102
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(CUSIP NUMBER)
Eleazer N. Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
October 28, 2009
------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 22 Pages)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 29268T102 13D Page 2 of 22 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Diker Micro-Value QP Fund, LP
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,073,972 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,073,972 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,073,972 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.35%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
PN
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 3 of 22 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Diker Micro-Value Fund, LP
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions) WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,049,920 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,049,920 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,049,920 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.23%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
PN
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 4 of 22 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Diker Micro & Small Cap Fund, LP
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
564,722 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
564,722 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
564,722 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.81%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
PN
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 5 of 22 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Diker M&S Cap Master, Ltd.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
WC
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
218,494 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
218,494 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
218,494 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.09%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
CO
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 6 of 22 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Diker GP, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,907,108 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,907,108 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,907,108 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.48%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 7 of 22 Pages
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(1) NAME OF REPORTING PERSONS
Diker Management, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions) OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,907,108 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,907,108 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,907,108 shares of Common Stock
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.48%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
IA
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 8 of 22 Pages
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(1) NAME OF REPORTING PERSONS
Charles M. Diker
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,907,108 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,907,108 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,907,108 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.48%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 9 of 22 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Mark N. Diker
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions) OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,907,108 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,907,108 shares of Common Stock
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,907,108 shares of Common Stock
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.48%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 29268T102 13D Page 10 of 22 Pages
This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock
(as defined below). The Reporting Persons (as defined below) have previously
filed a statement on Schedule 13G on February 12, 2007, as amended on February
12, 2008 and February 17, 2009, to report their beneficial ownership of Common
Stock of the Company (as defined below) that is the subject of this Schedule
13D, and are filing this schedule pursuant to ss.240.13d-1(e) as the Reporting
Persons may no longer be deemed to be passive investors in the Company due to
the matters set forth in Item 4 below, provided however, that the Reporting
Persons believe that they continue to be passive investors in the Company.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.0001 per share
(the "Common Stock"), of Energy Focus, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 32000
Aurora Rd., Solon, Ohio 44139.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Diker Micro-Value QP Fund, LP ("MVQP") with respect to the
shares of Common Stock owned by it;
(ii) Diker Micro-Value Fund, LP ("MV") with respect to the shares
of Common Stock owned by it;
(iii) Diker Micro & Small Cap Fund, LP ("MS") with respect to
the shares of Common Stock owned by it;
(iv) Diker M&S Cap Master Ltd. ("MCSM" and together with MV,
MVQP and MS, the "Diker Funds") with respect to the shares of Common Stock owned
by it;
(v) Diker GP, LLC, a Delaware limited liability company
("Diker GP") who serves as the general partner of each of the Diker Funds, with
respect to the shares of Common Stock owned by the Diker Funds;
(vi) Diker Management, LLC, a Delaware limited liability company
("Diker Management") who serves as the investment manager of each of the Diker
Funds, with respect to the shares of Common Stock owned by the Diker Funds;
(vii) Charles M. Diker, who serves as the managing member of each
of Diker GP and Diker Management, with respect to the shares of Common Stock
beneficially owned by each of Diker GP and Diker Management; and
(viii) Mark N. Diker, who serves as the managing member of each of
Diker GP and Diker Management, with respect to the shares of Common Stock
beneficially owned by each of Diker GP and Diker Management.
The foregoing persons are hereinafter sometimes collectively referred to as
the "Reporting Persons." Each of the Reporting Persons is party to that certain
Joint Filing Agreement, as further described in Item 6. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D. Any disclosures herein
with respect to persons other than the Reporting
CUSIP No. 29268T102 13D Page 11 of 22 Pages
Persons are made on information and belief after making inquiry to the
appropriate party.
(b) The principal business address of each of the Reporting Persons is
745 Fifth Avenue, Suite 1409, New York, New York 10151.
(c) The principal business of each of MV, MVQP, MS and MSCM is serving as
a private investment fund. The principal business of each of Diker GP and Diker
Management is investing for accounts under their management. The principal
occupation of each of Charles M. Diker and Mark N. Diker is to act as managing
member for each of Diker GP and Diker Management.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) 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.
(f) Each of MV, MVQP and MS is a Delaware limited partnership. MSCM is a
Cayman Islands exempted company. Each of Diker GP and Diker Management is a
Delaware limited liability company. Each of Charles M. Diker and Mark N. Diker
is a citizen of the United States of America.
Schedule A attached hereto sets forth the information required by
Instruction C of the instructions to Schedule 13D.
Item 3. Source and Amount of Funds and Other Consideration.
The aggregate purchase cost of the 2,907,108 shares of Common Stock
beneficially owned in the aggregate by all of the Reporting Persons is
approximately $1,090,310 including brokerage commissions. The shares of
Common Stock were acquired by the Reporting Persons with investment funds in
accounts under management.
Item 4. Purpose of the Transaction.
On October 28, 2009, the Reporting Persons entered into a letter agreement
(the "Letter Agreement") with the Company pursuant to which the Reporting
Persons agreed to participate in the Company's common stock rights offering
described in the Current Report on Form 8-K filed by the Company on November 2,
2009 (the "Rights Offering"). Pursuant to the Letter Agreement, in the event
that (i) the Company does not close the acquisition of Stone River Companies
("SRC") within 45 days of October 28, 2009 and (ii) Jami Hall, the current owner
of SRC, is not offered a position on the Company's board of directors effective
on the closing date of the acquisition, the Reporting Persons have the right to
cancel their subscription in the Rights Offering by written request and return
the shares purchased in the Rights Offering at which point the Company will be
obligated to promptly return to the Reporting Persons their purchase price paid
in the Rights Offering.
CUSIP No. 29268T102 13D Page 12 of 22 Pages
A copy of the Letter Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference.
Except as set forth herein or as would occur upon completion of any of the
actions discussed herein, including in any Exhibits hereto, the Reporting
Persons have no present plan or proposal that would relate to or result in any
of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The
Reporting Persons intend to review their investment in the Company on a
continuing basis and may engage in discussions with management, the board of
directors, other shareholders of the Company and other relevant parties
concerning the business, operations, management, governance, strategy and future
plans of the Company. Depending on various factors including, without
limitation, the Company's financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
board of directors, price levels of the Common Stock, other investment
opportunities available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Company
as they deem appropriate including, without limitation, purchasing additional
shares of Common Stock or selling some or all of their shares of Common Stock,
engaging in short selling of or any hedging or similar transactions with respect
to the shares of Common Stock and/or otherwise changing their intention with
respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
A. Diker Micro-Value QP Fund, LP
(a) As of the date hereof, MVQP may be deemed the beneficial
owner of 1,073,972 shares of Common Stock directly
beneficially owned by it.
Percentage: Approximately 5.35% as of the date hereof. The
percentages used herein and in the rest of the Schedule 13D
are calculated based upon 20,080,000 shares of Common Stock,
which reflects the number of shares of Common Stock
currently outstanding. The Company informed the Reporting
Persons of such number of outstanding shares of
Common Stock.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Within the past 60 days MVQP purchased 536,986 shares of
Common Stock in the Rights Offering, as more fully described
in Item 4 above. There were no other other transactions in
the shares of Common Stock by MV within the past 60 days.
CUSIP No. 29268T102 13D Page 13 of 22 Pages
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
B. Diker Micro-Value Fund, LP
(a) As of the date hereof, MV may be deemed the beneficial owner
of 1,049,920 shares of Common Stock directly beneficially
owned by it.
Percentage: Approximately 5.23% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Within the past 60 days MV purchased 524,960 shares of
Common Stock in the Rights Offering, as more fully described
in Item 4 above. There were no other transactions in the
shares of Common Stock by MV within the past 60 days.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
C. Diker Micro & Small Cap Fund, LP
(a) As of the date hereof, MS may be deemed the beneficial owner
of 564,722 shares of Common Stock directly beneficially
owned by it.
Percentage: Approximately 2.81% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Within the past 60 days MS purchased 282,361 shares of
Common Stock in the Rights Offering, as more fully described
in Item 4 above. There were no other transactions in the
shares of Common Stock by MV within the past 60 days.
CUSIP No. 29268T102 13D Page 13 of 22 Pages
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
D. Diker M&S Cap Master Ltd.
(a) As of the date hereof, MCSM may be deemed the beneficial
owner of 218,494 shares of Common Stock directly
beneficially owned by it.
Percentage: Approximately 1.09% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Within the past 60 days MV purchased 109,247 shares of
Common Stock in the Rights Offering, as more fully described
in Item 4 above. There were no other transactions in the
shares of Common Stock by MV within the past 60 days.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
E. Diker GP, LLC
(a) As of the date hereof, Diker GP may be deemed the beneficial
owner of 2,907,108 shares of Common Stock directly
beneficially owned by the Diker Funds.
Percentage: Approximately 14.48% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Diker GP did not directly effect any transaction in the
Common Stock within the last sixty days.
CUSIP No. 29268T102 13D Page 15 of 22 Pages
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
F. Diker Management, LLC
(a) As of the date hereof, Diker Management may be deemed the
beneficial owner of 2,907,108 shares of Common Stock
directly beneficially owned by the Diker Funds.
Percentage: Approximately 14.48% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Diker Management did not directly effect any transaction in
the Common Stock within the last sixty days.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
G. Charles M. Diker
(a) As of the date hereof, Mr. Charles M. Diker may be deemed
the beneficial owner of 2,907,108 shares of Common Stock
directly beneficially owned by the Diker Funds.
Percentage: Approximately 14.48% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Mr. Charles M. Diker did not directly effect any transaction
in the Common Stock within the last sixty days.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
CUSIP No. 29268T102 13D Page 16 of 22 Pages
H. Mark N. Diker
(a) As of the date hereof, Mr. Mark N. Diker may be deemed the
beneficial owner of 2,907,108 shares of Common Stock
directly beneficially owned by the Diker Funds.
Percentage: Approximately 14.48% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) Mr. Mark N. Diker did not directly effect any transaction in
the Common Stock within the last sixty days.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
As described in Item 4 above, on October 28, 2009, the Reporting Persons
entered into the Letter Agreement, attached hereto as Exhibit 1, with the
Company. Other than the Letter Agreement and the Joint Filing Agreement attached
as Exhibit 2 hereto, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof and
between such persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Letter Agreement dated October 28, 2009 by and between the
Company and Diker Management.
Exhibit 2: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the
Act.
CUSIP No. 29268T102 13D Page 17 of 22 Pages
SIGNATURES
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 12, 2009
DIKER GP, LLC
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER MANAGEMENT, LLC
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER MICRO-VALUE FUND, LP
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER MICRO-VALUE QP FUND, LP
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER MICRO & SMALL CAP FUND, LP
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
CUSIP No. 29268T102 13D Page 18 of 22 Pages
DIKER M&S CAP MASTER LTD.
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
/s/ Charles M. Diker
---------------------------------------
CHARLES M. DIKER
/s/ Mark N. Diker
---------------------------------------
MARK N. DIKER
CUSIP No. 29268T102 13D Page 19 of 22 Pages
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal
occupation and citizenship of each director and executive officer of the
applicable Reporting Persons (the "Instruction C Persons"). To the best of the
Reporting Persons' knowledge, (i) none of the Instruction C Persons during the
last five years has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdicti0on 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 and (ii) none of the Instruction C Persons owns any shares of Common
Stock or is party to any contract or agreement as would require disclosure in
this Schedule 13D.
DIRECTORS AND OFFICERS OF DIKER M&S CAP MASTER LTD.
Principal Citizenship/Place
Name Position Address Occupation of Organization
David Bree Director PO Box Managing Cayman Islands
31910SMB, Director of
Ansbacher dms
House, 20 Management
Genesis Street, Ltd.
George Town,
Grand Cayman,
Cayman
Isalnds
Don Seymour Director PO Box Managing Cayman Islands
31910SMB, Director of
Ansbacher dms
House, 20 Management
Genesis Ltd.
Street,
George Town,
Grand Cayman,
Cayman
Isalnds
Mark Diker Director 745 Fifth Managing Unites States of
Avenue, Suite Member of America
1409, New Diker
York, New Management,
York 10151 LLC
CUSIP No. 29268T102 13D Page 21 of 22 Pages
EXHIBIT 2
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: November 12, 2009
DIKER GP, LLC
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER MANAGEMENT, LLC
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER MICRO-VALUE FUND, LP
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER MICRO-VALUE QP FUND, LP
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
CUSIP No. 29268T102 13D Page 22 of 22 Pages
DIKER MICRO & SMALL CAP FUND, LP
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
DIKER M&S CAP MASTER LTD.
By: Diker GP, LLC,
Its General Partner
By: /s/ Mark N. Diker
-----------------------------------
Name: Mark N. Diker
Title: Managing Member
/s/ Charles M. Diker
---------------------------------------
CHARLES M. DIKER
/s/ Mark N. Diker
---------------------------------------
MARK N. DIKER