Prospectus
Supplement No. 3
dated
October 2, 2009
(to
Prospectus dated November 3, 2008)
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Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333-154774
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NAME
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NUMBER
OF SHARES
OF COMMON
STOCK
OWNED
BEFORE THE
OFFERING
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NUMBER
OF SHARES
OF COMMON
STOCK
THAT MAY
BE SOLD
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NUMBER
OF SHARES
OF COMMON
STOCK OWNED
AFTER THE
OFFERING
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PERCENTAGE
OF COMMON
STOCK
OUTSTANDING
OWNED AFTER
THE OFFERING
(1)(2)
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OE
Holdings, Inc.
(3)
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4,077,457
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4,077,457
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0
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*
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|||||
Vartan
Babayan(4)
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240,000
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240,000
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0
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*
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|||||
William
Larkin(5)
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828,344
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809,943
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18,401
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*
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|||||
Jason
Livingston(6)
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653,945
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653,945
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0
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*
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|||||
Gregg
Kelly(7)
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1,247,603
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1,247,603
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0
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*
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(1)
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Calculated based on Rule
13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) using
69,415,470 shares of common stock outstanding
as of September 30,
2009.
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(2)
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Assumes that each selling
shareholder sells all shares registered under the registration
statement. Other than described herein, to our knowledge, there
are no agreements, arrangements or understandings with respect to the sale
of any of our common stock, and each selling shareholder may decide not to
sell the shares that are registered under the registration
statement.
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(3)
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OE Holdings, Inc. was formerly
named Orthodyne Electronics Corporation. Gregg Kelly is a
principal and 29.4% shareholder of OE Holdings, Inc. Jason
Livingston is a principal and 14.4% shareholder of OE Holdings, Inc. Due
to their position and stock ownership in OE Holdings, Inc., Mr. Kelly and
Mr. Livingston are also indirect beneficial owners, to the extent of
their proportionate interest, in the shares of our common stock held by OE
Holdings, Inc. OE Holdings, Inc. has entered into an Exchange
Act Rule 10b5-1 trading plan pursuant to which OE Holdings, Inc. may sell
up to 4,077,457 shares of our common stock, with sales to begin on or
after October 7, 2009.
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(4)
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The amount of shares owned by Mr.
Babayan has been updated since the prospectus supplement dated February 4,
2009 in order to reflect Mr. Babayan’s correct and current share
ownership.
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(5)
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Mr. Larkin has entered into an
Exchange Act Rule 10b5-1 trading plan pursuant to which he may sell up to
809,943 shares of our common stock, with sales to begin on or after
October 26, 2009.
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(6)
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Mr. Livingston has entered into an
Exchange Act Rule 10b5-1 trading plan pursuant to which he may sell up to
653,954 shares of our common stock, with sales to begin on or after
October 26, 2009. Due to his position and stock ownership in OE
Holdings, Inc., Mr. Livingston is also the indirect beneficial owner, to
the extent of his proportionate interest, in the shares held by OE
Holdings, Inc. Mr. Livingston is an executive officer of the
registrant.
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(7)
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Mr. Kelly’s shares are held by The
Kelly Living Trust. Mr. Kelly received these shares in a
distribution from OE Holdings, Inc. pursuant to an exemption from
registration under the Securities Act of 1933, as amended. Due
to his position and stock ownership in OE Holdings, Inc., Mr. Kelly is
also the indirect beneficial owner, to the extent of his proportionate
interest, in the shares held by OE Holdings, Inc. On August 5,
2009, Mr. Kelly entered into an agreement with the underwriter in our
recent public offering, in which Mr. Kelly agreed, subject to certain
exceptions, not to sell or dispose of our common stock for a period of at
least 90 days from the date of such agreement.
Mr. Kelly is the trustee of The
Kelly Living Trust. The Kelly Living Trust has entered
into an Exchange Act Rule 10b5-1 trading plan pursuant to which it may
sell up to 600,000 shares of our common stock, with sales to begin on or
after the later of November 4, 2009 or the termination of the
aforementioned lock-up agreement between Mr. Kelly and the
underwriter.
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