- Statement of Ownership (SC 13G)
January 06 2009 - 4:35PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Monaco Coach Corporation
(Name of Issuer)
Common Stock, $0.01 par value.
(Title of Class of Securities)
60886R103
(CUSIP Number)
December 16, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose 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).
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1
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NAMES OF REPORTING PERSONS
Prescott Group Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Oklahoma
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5
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SOLE VOTING POWER
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NUMBER OF
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4,633,497
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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4,633,497
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,633,497
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.5%**
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12
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TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
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IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
2
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1
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NAMES OF REPORTING PERSONS
Prescott Group Aggressive Small Cap, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Oklahoma
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,633,497
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,633,497
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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4,633,497
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|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.5%**
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12
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TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
3
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1
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NAMES OF REPORTING PERSONS
Prescott Group Aggressive Small Cap II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Oklahoma
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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|
|
|
SHARES
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6
|
|
SHARED VOTING POWER
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BENEFICIALLY
|
|
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OWNED BY
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4,633,497
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|
|
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
|
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SHARED DISPOSITIVE POWER
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|
|
|
4,633,497
|
|
|
|
9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,633,497
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.5%**
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12
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TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
4
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1
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NAMES OF REPORTING PERSONS
Phil Frohlich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S. Citizen
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5
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SOLE VOTING POWER
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NUMBER OF
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4,633,497
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|
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SHARES
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6
|
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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|
|
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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|
|
PERSON
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4,633,497
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|
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WITH:
|
8
|
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SHARED DISPOSITIVE POWER
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|
|
|
|
|
0
|
|
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,633,497
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.5%**
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12
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TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
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IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
5
SCHEDULE 13G
This Schedule 13G (the Schedule 13G) is being filed on behalf of Prescott Group Capital
Management, L.L.C., an Oklahoma limited liability company (Prescott Capital), Prescott Group
Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group
Aggressive Small Cap II, L.P., an Oklahoma limited partnership (Prescott Small Cap II and,
together with Prescott Small Cap, the Small Cap Funds) and Mr. Phil Frohlich the principal of
Prescott Capital, relating to shares of common stock of Monaco Coach Corporation, a Delaware
corporation (the Issuer).
This Schedule 13G relates to shares of common stock, $0.01 par value, (the Common Stock) of
the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small
Cap Master Fund, G.P., an Oklahoma general partnership (Prescott Master Fund), of which the Small
Cap Funds are general partners. Prescott Capital serves as the general partner of the Small Cap
Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct
the vote and disposition of the 4,633,497 shares of Common Stock held by the Master Fund. As the
principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 4,633,497
shares of Common Stock held by Prescott Master Fund.
Item 1(a) Name of Issuer.
Monaco Coach Corporation
Item 1(b) Address of Issuers Principal Executive Offices.
91320 Industrial Way
Coburg, Oregon 97408
Item 2(a) Name of Person Filing.
Prescott Group Capital Management, L.L.C. (Prescott Capital), Prescott Group
Aggressive Small Cap, L.P. (Prescott Small Cap), Prescott Group Aggressive Small
Cap II, L.P. (Prescott Small Cap II and, together with Prescott Small Cap, the
Small Cap Funds), and Mr. Phil Frohlich.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104-6529
Item 2(c) Citizenship or Place of Organization.
Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are
Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott
Capital and is a U.S. citizen.
6
Item 2(d) Title of Class of Securities.
Common Stock, $0.01 par value (the Common Stock).
Item 2(e) CUSIP Number.
60886R103
Item 3 Reporting Person.
Inapplicable.
Item 4
Ownership.
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(a)
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Prescott Capital is the beneficial owner of 4,633,497 shares of
Common Stock and Mr. Phil Frohlich is the beneficial owner of 4,633,497 shares
of Common Stock.
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(b)
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Prescott Capital and Mr. Phil Frohlich are the beneficial
owners of 15.5% of the outstanding shares of Common Stock. This percentage is
determined by dividing 4,633,497 by 29,939,313, the number of shares of Common
Stock issued and outstanding as of September 27, 2008, as reported in the
Issuers 10-Q filed on November 6, 2008.
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(c)
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Prescott Capital, as the general partner of the Small Cap
Funds, the general partners of Prescott Master Fund, may direct them to direct
the vote and disposition of the 4,633,497 shares of Common Stock held by
Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich
may direct the vote and disposition of the 4,633,497 shares of Common Stock
held by Prescott Master Fund.
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Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company.
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Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
7
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Exhibits
Exhibit 1
Joint Filing Agreement dated January 6, 2009, between Prescott Capital, the Small
Cap Funds and Mr. Phil Frohlich.
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: January 6, 2009
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By: Prescott Group Capital Management, L.L.C., its
general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By: Prescott Group Capital Management, L.L.C., its
general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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/s/ Phil Frohlich
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Phil Frohlich
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9
EXHIBIT INDEX
Exhibit 1
Joint Filing Agreement dated January 6, 2009, between Prescott Capital, the Small Cap Funds and Mr.
Phil Frohlich.
10
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