CUSIP No. 66986X 10 6
|
13D
|
Page 2 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Investments II, L.P. 22-3764772
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
||
(b)
|
x
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS
WC
|
||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
8.
|
SHARED VOTING POWER
15,299,576*
|
||||
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
10.
|
SHARED DISPOSITIVE POWER
15,299,576*
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,299,576*
|
||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
|
||||
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 66986X 10 6
|
13D
|
Page 3 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Investments II Advisors Fund, L.P. 22-3784567
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
||
(b)
|
x
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS
WC
|
||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
8.
|
SHARED VOTING POWER
193,233*
|
||||
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
10.
|
SHARED DISPOSITIVE POWER
193,233*
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,233*
|
||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
|
||||
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 66986X 10 6
|
13D
|
Page 4 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Associates II LLC 22-3764735
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
||
(b)
|
x
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS
AF
|
||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
8.
|
SHARED VOTING POWER
15,492,809*
|
||||
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
10.
|
SHARED DISPOSITIVE POWER
15,492,809*
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,492,809*
|
||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
|
||||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 66986X 10 6
|
13D
|
Page 5 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Investments III, L.P. 20-0992411
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
||
(b)
|
x
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS
WC
|
||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
8.
|
SHARED VOTING POWER
31,620,617*
|
||||
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
10.
|
SHARED DISPOSITIVE POWER
31,620,617*
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,620,617*
|
||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
|
||||
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 66986X 10 6
|
13D
|
Page 6 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Associates III LLC 20-0992451
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
||
(b)
|
x
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS
AF
|
||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
8.
|
SHARED VOTING POWER
31,620,617*
|
||||
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
10.
|
SHARED DISPOSITIVE POWER
31,620,617*
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,620,617*
|
||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
|
||||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 66986X 10 6
|
13D
|
Page 7 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay Moorin
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
||
(b)
|
x
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS
AF
|
||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
|||
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
47,113,426*
|
||||
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
10.
|
SHARED DISPOSITIVE POWER
47,113,426*
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,113,426*
|
||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4%
|
||||
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 66986X 10 6
|
13D
|
Page 8 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alain Schreiber
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
||
(b)
|
x
|
||||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS
AF
|
||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Resident Alien
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
8.
|
SHARED VOTING POWER
47,113,426*
|
||||
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
10.
|
SHARED DISPOSITIVE POWER
47,113,426*
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,113,426*
|
||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4%
|
||||
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 66986X 10 6
|
13D
|
Page 9 of 15 Pages
|
Introduction
|
Item 1. Security and Issuer.
|
Item 2. Identity and Background.
|
(a)-(c)
|
ProQuest Investments II, L.P. (“Investments II”) is a Delaware limited partnership with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.
|
|
ProQuest Investments II Advisors Funds, L.P. (“Advisors Fund”) is a Delaware limited partnership with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.
|
||
ProQuest Associates II LLC (“Associates II”) is a Delaware limited liability company and the general partner of Investments II and Advisors Fund, with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.
|
||
ProQuest Investments III, L.P. (“Investments III”) is a Delaware limited partnership with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.
|
||
ProQuest Associates III LLC (“Associates III”) is a Delaware limited liability company and the general partner of Investments III, with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.
|
||
Jay Moorin (“Moorin”) is an individual and Managing Member of Associates II and Associates III. The principal business address for Jay Moorin is c/o ProQuest Investments, 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.
|
||
Alain Schreiber (“Schreiber”) is an individual and Managing Member of Associates II and Associates III. The principal business address for Alain Schreiber is c/o ProQuest Investments, 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.
|
||
Investments II, Advisors Fund, Associates II, Investments III, Associates III, Moorin and Schreiber are referred to as the Reporting Persons.
|
||
(d)
|
During the last five years, none of Investments II, Advisors Fund, Associates II, Investments III, Associates III, Moorin or Schreiber have been convicted in a criminal proceeding (excluding traffic violations or
|
|
CUSIP No. 66986X 10 6
|
13D
|
Page 10 of 15 Pages
|
similar misdemeanors). | ||
(e)
|
During the last five years, none of Investments II, Advisors Fund, Associates II, Investments III, Associates III, Moorin or Schreiber have 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)
|
Investments II, Advisors Fund and Investments III are Delaware limited partnerships. Associates II and Associates III are Delaware limited liability companies. Moorin is a United States citizen. Schreiber is a United States resident alien.
|
Item 3. Source and Amount of Funds or Other Consideration.
|
CUSIP No. 66986X 10 6
|
13D
|
Page 11 of 15 Pages
|
Item 4. Purpose of Transaction.
|
(a)
|
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except the acquisition of shares underlying warrants directly or indirectly owned by him as of the date hereof;
|
|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any other material change in the Issuer’s business or corporate structure;
|
|
(g)
|
Changes in the Issuer’s Certificate of Incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
CUSIP No. 66986X 10 6
|
13D
|
Page 12 of 15 Pages
|
(h)
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
(j)
|
Any action similar to any of those enumerated above.
|
Item 5. Interest in Securities of the Issuer.
|
Entity
|
Date
|
Warrants Disposed of
|
Shares Acquired
|
Price Per Security
|
Where and How Effected
|
Investments II
|
9/30/2010
|
1,616,162
|
--
|
--
|
Expiration of Series B Warrants
|
Investments II
|
11/10/2010
|
281,030
|
59,953
|
*
|
Exercise of Warrants
|
Advisors Fund
|
11/10/2010
|
6,763
|
1,442
|
*
|
Exercise of Warrants
|
Associates II
|
11/10/2010
|
287,793
|
61,395
|
*
|
Exercise of Warrants
|
Investments III
|
11/10/2010
|
1,107,078
|
236,176
|
*
|
Exercise of Warrants
|
Associates III
|
11/10/2010
|
1,107,078
|
236,176
|
*
|
Exercise of Warrants
|
Moorin
|
11/10/2010
|
1,394,871
|
297,571
|
*
|
Exercise of Warrants
|
CUSIP No. 66986X 10 6
|
13D
|
Page 13 of 15 Pages
|
Entity
|
Date
|
Warrants Disposed of
|
Shares Acquired
|
Price Per Security
|
Where and How Effected
|
Schreiber
|
11/10/2010
|
1,394,871
|
297,571
|
*
|
Exercise of Warrants |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. Material to be Filed as Exhibits.
|
Exhibit No.
|
Description
|
|
4.1
|
Form of Convertible Note (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
4.2
|
Form of Warrant (incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
10.1
|
Securities Purchase Agreement, dated May 6, 2008, by and among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
10.2
|
Amendment No. 1 to the Securities Purchase Agreement, dated May 28, 2008, by and among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
10.3
|
Note and Warrant Amendment Agreement, dated December 31, 2009 among ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Investments III, L.P. and the Issuer (previously filed).
|
|
10.4
|
Securities Purchase Agreement dated March 31, 2010 by and among the Issuer, ProQuest Investments II, L.P. and other investors party thereto (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by the Issuer on March 31, 2010 (File No. 001-32177)).
|
|
24.1
|
Power of Attorney (previously filed).
|
|
99.1
|
Joint Filing Agreement, dated December 23, 2008, between
|
CUSIP No. 66986X 10 6
|
13D
|
Page 14 of 15 Pages
|
ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Associates II LLC, ProQuest Investments III, L.P., ProQuest Associates III LLC, Jay Moorin and Alain Schreiber relating to the filing of a joint statement on Schedule 13D (previously filed).
|
CUSIP No. 66986X 10 6
|
13D
|
Page 15 of 15 Pages
|
DATED: November 19, 2010
|
|||
/s/ Pasquale DeAngelis | |||
Pasquale DeAngelis, as a member of ProQuest Associates III LLC and on behalf of ProQuest Investments III, L.P., and as a member of ProQuest Associates II LLC and on behalf of ProQuest Investments II, L.P. and ProQuest Investments II Advisors Fund, L.P.
|
|||
*
|
|||
Jay Moorin, individually
|
|||
*
|
|||
Alain Schreiber, individually
|
*By:
|
/s/ Pasquale DeAngelis | |||
Pasquale DeAngelis, Attorney-in-Fact
|
CUSIP No. 66986X 10 6
|
13D
|
Page 16 of 15 Pages
|
|
Exhibit Index
|
Exhibit No.
|
Description
|
|
4.1
|
Form of Convertible Note (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
4.2
|
Form of Warrant (incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
10.1
|
Securities Purchase Agreement, dated May 6, 2008, by and among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
10.2
|
Amendment No. 1 to the Securities Purchase Agreement, dated May 28, 2008, by and among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).
|
|
10.3
|
Note and Warrant Amendment Agreement, dated December 31, 2009 among ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Investments III, L.P. and the Issuer (previously filed).
|
|
10.4
|
Securities Purchase Agreement dated March 31, 2010 by and among the Issuer, ProQuest Investments II, L.P. and other investors party thereto (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by the Issuer on March 31, 2010 (File No. 001-32177)).
|
|
24.1
|
Power of Attorney (previously filed).
|
|
99.1
|
Joint Filing Agreement, dated December 23, 2008, between ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Associates II LLC, ProQuest Investments III, L.P., ProQuest Associates III LLC, Jay Moorin and Alain Schreiber relating to the filing of a joint statement on Schedule 13D (previously filed).
|