£	Preliminary Proxy Statement
£	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
£	Definitive Proxy Statement
R	Definitive Additional Materials
£	Soliciting Material Pursuant to §240.14a-12

 

 

R	No fee required.
£	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
£	Fee paid previously with preliminary materials.
£	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
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	(4)	Date Filed:

 

 

 

 

 

 

 

 

 

·	a supplement to our proxy statement containing additional information about the settlement agreement and the addition of Mr. Brog as a Board nominee at the upcoming annual meeting; and

 

·	A new BLUE proxy card for your use in voting for all five nominees for election to the Board of Directors by the Common Stockholders.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

•

The election of the Company's five nominees to our Board, as listed on the proxy card;

•

The amendment of the Company’s 2005 Incentive Award Plan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 500,000 shares; and

•

The ratification of the Board’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2008.

 

 

 

Name and Address of Beneficial Owner		Shares of Common Stock			Right to Acquire Beneficial Ownership Within 60 Days			Percent of Total
Directors and Named Executive Officers
Robert G. Barrett			103,691			36,664			*
Timothy E. Brog(1)			1,432,658			—			8.0	%
Louis C. Cole			—			50,569			*
Alan D. Curtis			3,032			245,751			1.4	%
Edward M. Gaughan			—			61,000			*
William R. Neil(2)			54,114			280,125			1.9	%
Howard J. Nellor(2)			159,906			421,500			3.4	%
William B. Patton, Jr.			—			—			*
Eric Random			2,469			174,500			1.0	%
Richard L. Roll			—			—			*
John V. Rigali			—			6,250			*
Cary A. Kimmel			22,351			122,000			*
Robert T. Westervelt			875			55,750			*
All directors and executive officers as a group (10 persons)(3)			132,418			752,484			5.1	%
5% Beneficial Holders(4)
State of Wisconsin Investment Board(5)			1,579,975			—			9.1	%
PO Box 7842
Madison, WI 53707
Marathon Capital Management LLC(6)			1,085,859			—			6.3	%
PO Box 771
Hunt Valley, MD 21030
Diker Management, LLC(7)			914,629			—			5.3	%
745 Fifth Avenue Suite 1409
New York, NY 10151
Kaizen Capital LLC(8)			859,935			—			5.0	%
4200 Montrose Blvd., Suite 400 Houston, TX 77006
Peerless Full Value Committee(9)			1,458,458			—			8.4	%
c/o Pembridge Capital Management LLC 708 Third Avenue 22nd Floor New York, NY 10017

*	Represents beneficial ownership of less than one percent.

 

(1)

Based upon a Schedule 13D filed May 10, 2007, PVOF beneficially owned 24,000 Shares, constituting less than 1% of the Shares outstanding. As the investment manager and general partner of PVOF, Pembridge Capital and PVA, respectively, may be deemed to beneficially own the 24,000 Shares owned by PVOF, constituting less than 1% of the Shares outstanding. E2 beneficially owned 681,497 Shares, constituting 4.0% of the Shares outstanding. As the investment manager of E2, Mr. Brog may be deemed to beneficially own the 681,497 Shares owned by E2, constituting 4.0% of the Shares outstanding. As the sole manager of Pembridge Capital, Mr. Brog may be deemed to beneficially own the 24,000 Shares owned by PVOF and the 26,061 Shares held directly by Mr. Brog, constituting less than 1% of the Shares outstanding. Mr. Brog has sole voting and dispositive power with respect to the 24,000 Shares owned by PVOF, the 26,061 owned by Mr. Brog and the 681,497 Shares owned by E2. Pembridge Capital, PVA and Mr. Brog disclaim beneficial ownership of the Shares held by PVOF, except to the extent of their pecuniary interest therein. Mr. Brog disclaims beneficial ownership of the Shares held by E2, except to the extent of his pecuniary interest therein.

(2)	Howard J. Nellor resigned as President and Chief Executive Officer effective December 15, 2006, and William R. Neil resigned as Chief Financial Officer and Vice President of Finance effective June 15, 2006. Mr. Nellor and Mr. Neil are included in this table since they are Named Executive Officers.

(3)	This excludes Howard J. Nellor and William R. Neil who were no longer executive officers of the Company as of the Record Date. This also excludes Timothy E. Brog, who is a director nominee but not currently a director of the Company.

(4)	Except as set forth above, management of the Company knows of no person who is the beneficial owner of more than 5% of the Company’s issued and outstanding Common Stock.

(5)	Based upon a Schedule 13G/A filed February 13, 2007 with the SEC by the State of Wisconsin Investment Board, a Public Pension Fund, that reports they have sole voting power and sole dispositive power as to all 1,579,975 shares.

(6)	Based upon a Schedule 13G/A filed January 25, 2007 with the SEC by Marathon Capital Management LLC, an investment advisor, who reports sole voting power as to 12,250 shares and sole dispositive power as to all 1,085,859 shares.

(7)

Based upon a Schedule 13G filed February 12, 2007. Charles M. Diker and Mark N. Diker are the managing members of each of Diker GP and Diker Management. Diker GP, LLC maintains that it has shared voting power and dispositive power as to 840,902 shares. Diker Management, LLC maintains that it has shared voting power and dispositive power as to 914,629 shares. Charles M. Diker and Mark N. Diker maintain that they each have shared voting power and dispositive power as to 914,629 shares.

 

 

(8)

Based upon a Schedule 13G/A filed February 14, 2007. This statement is filed by and on behalf of: i) select Contrarian Value Fund, L.P., a Texas limited partnership ("Select"); (ii) Spectrum Galaxy Fund, Ltd., a company incorporated under the laws of the British Virgin Islands ("Spectrum"); (iii) Kaizen Management, L.P., a Texas limited partnership ("KaizenManagement"); (iv) Kaizen Capital, LLC, a Texas limited liability company ("Capital"); and (v) David W. Berry.

(9)	Based upon a Schedule 13D filed May 10, 2007. The sole manager of Pembridge Capital is Mr. Timothy E. Brog, one of the nominees for director. The Peerless Full Value Committee maintains that it has sole voting and dispositive power as to 1,458,458 shares.

 

 

 

Name	Age	Principal Occupation/ Position Held with the Company
Robert G. Barrett*	62	Director
Timothy E. Brog*	43	Nominee
Louis C. Cole*	63	Director
William B. Patton, Jr.*	70	Director
Richard L. Roll	57	Director, President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.

Election of directors:

01 Robert G. Barrett 02 Timothy E. Brog 03 Louis C. Cole

04 William B. Patton, Jr. 05 Richard L. Roll

£

Vote FOR all nominees (except as marked)

£

Vote WITHHELD from all nominees

(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
2.	Approval of an amendment of the Company’s 2005 Incentive Award Plan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 500,000 shares	£	For	£	Against	£	Abstain
3.	Ratification of selection of Ernst & Young LLP as independent registered public accounting firm	£	For	£	Against	£	Abstain
4.	To transact such other business as properly may come before the meeting or at any adjournment or postponement thereof, including a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the recommendations of the Board of Directors	£	For	£	Against	£	Abstain

	Date
	Signature(s) in Box
	Please sign exactly as your name(s) appear on Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.