1.
|
Names
of Reporting Persons.
|
STEELHEAD
PARTNERS, LLC
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) T
|
||||
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)
|
£
|
||||
6.
|
Citizenship
or Place of Organization
|
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
18,161,315
|
|||
8.
|
Shared
Voting Power
|
0
|
||||
9.
|
Sole
Dispositive Power
|
18,161,315
|
||||
10.
|
Shared
Dispositive Power
|
0
|
||||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
18,161,315
|
||||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||||
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.4%
|
||||
14.
|
Type
of Reporting Person (See Instructions)
|
IA
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
NAVIGATOR MASTER, L.P.
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) T
|
||||
3.
|
SEC
Use Only
|
|||||
4.
|
Source
of Funds (See Instructions)
|
WC
|
||||
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
||||
6.
|
Citizenship
or Place of Organization
|
Bermuda
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
17,811,315
|
|||
8.
|
Shared
Voting Power
|
0
|
||||
9.
|
Sole
Dispositive Power
|
17,811,315
|
||||
10.
|
Shared
Dispositive Power
|
0
|
||||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
17,811,315
|
||||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||||
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.2%
|
||||
14.
|
Type
of Reporting Person (See Instructions)
|
PN
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
OFFSHORE PARTNERS, L.L.C.
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) T
|
||||
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)
|
£
|
||||
6.
|
Citizenship
or Place of Organization
|
DE
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
0
|
|||
8.
|
Shared
Voting Power
|
17,811,315
|
||||
9.
|
Sole
Dispositive Power
|
0
|
||||
10.
|
Shared
Dispositive Power
|
17,811,315
|
||||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
17,811,315
|
||||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||||
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.2%
|
||||
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
1.
|
Names
of Reporting Persons.
|
JAMES
MICHAEL JOHNSTON
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) T
|
||||
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)
|
£
|
||||
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
|
18,161,315
|
||||
9.
|
Sole
Dispositive Power
|
0
|
||||
10.
|
Shared
Dispositive Power
|
18,161,315
|
||||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
18,161,315
|
||||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||||
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.4%
|
||||
14.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
1.
|
Names
of Reporting Persons.
|
BRIAN
KATZ KLEIN
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) T
|
||||
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)
|
£
|
||||
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
|
18,161,315
|
||||
9.
|
Sole
Dispositive Power
|
0
|
||||
10.
|
Shared
Dispositive Power
|
18,161,315
|
||||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
18,161,315
|
||||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||||
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.4%
|
||||
14.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
Item
5.
|
Interest
in Securities of the Issuer
|
Entity
|
Trade
Date
|
Shares
(#)
|
Price/Share
($)
|
Client
Accounts
|
12-11-08
|
300,000
|
1.0800
|
Entity
|
Trade
Date
|
Shares
(#)
|
Price/Share
($)
|
Navigator
|
12-02-08
|
1,000
|
1.1700
|
12-03-08
|
41,000
|
1.1045
|
|
12-03-08
|
75,000
|
1.1074
|
|
12-04-08
|
118,900
|
1.0365
|
|
12-05-08
|
50,500
|
1.0044
|
|
12-08-08
|
30,100
|
1.0884
|
|
12-08-08
|
25,000
|
1.0600
|
Entity
|
Trade
Date
|
Shares
(#)
|
Price/Share
($)
|
Navigator
|
12-10-08
|
42,100
|
1.0370
|
12-11-08
|
103,000
|
1.0625
|
|
12-11-08
|
300,000
|
1.0800
|
|
12-12-08
|
94,000
|
1.0051
|
|
12-15-08
|
30,700
|
1.0637
|
|
12-16-08
|
76,000
|
1.0402
|
|
12-17-08
|
64,500
|
1.0494
|
|
12-17-08
|
50,900
|
1.0700
|
|
12-18-08
|
53,900
|
1.0375
|
|
12-18-08
|
3,500
|
1.0700
|
|
12-19-08
|
57,800
|
1.0164
|
|
12-23-08
|
110,000
|
1.0227
|
|
12-29-08
|
550,000
|
0.9800
|
Item
7.
|
Material
to Be Filed as Exhibits
|
No.
|
Exhibit
|
6.
|
Joint
Filing Undertaking.
|
Dated:
December 31, 2008
|
STEELHEAD
PARTNERS, LLC
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By:
Steelhead Partners, LLC, its Investment Manager
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
|
STEELHEAD
OFFSHORE PARTNERS, LLC..
By:
Steelhead Partners, LLC, its General Partner
By: /s/
James Michael
Johnston
James
Michael Johnston
Its
Director
|
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|
Dated:
December 31, 2008
|
STEELHEAD
PARTNERS, LLC
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By:
Steelhead Partners, LLC, its Investment Manager
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
|
STEELHEAD
OFFSHORE PARTNERS, LLC..
By:
Steelhead Partners, LLC, its General Partner
By: /s/
James Michael
Johnston
James
Michael Johnston
Its
Director
|
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|