Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 31, 2008, the Company notified The NASDAQ Stock Market ("Nasdaq") of the effectiveness of the Merger. In connection therewith, the Company informed Nasdaq that each outstanding share of the Company's common stock (other than shares held by the Continuing Shareholders and dissenting shareholders) was automatically converted into the right to receive $7.00 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"), and requested that Nasdaq file with the Securities and Exchange Commission an application on Form 25 to report that shares of the Company's common stock are no longer listed on the NASDAQ Global Market.

Item 3.03. Material Modification to Rights of Security Holders

In connection with the consummation of the Merger, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by the Continuing Shareholders and dissenting shareholders) was converted into the right to receive the Merger Consideration. Upon the effective time of the Merger, the Company's shareholders (other than the Continuing Shareholders) immediately prior to the effective time of the Merger ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration).

On December 31, 2008, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

99.1 Press Release dated December 31, 2008.

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