As disclosed previously in our Current Report on Form 8-K filed on July 23, 2012, we entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Azimuth Opportunity, L.P. ("Azimuth") pursuant to which we may, from time to time and subject to the terms and limitations set forth in the Purchase Agreement, sell Azimuth shares of our common stock. On August 10, 2012, we expect to settle with Azimuth on the purchase of 1,035,813 shares of our common stock under the Purchase Agreement at an aggregate purchase price of $3.1 million. We will receive estimated net proceeds from the sale of these shares of approximately $3.0 million after deducting our estimated offering expenses. In connection with this sale of our common stock, we are filing, as Exhibit 5.1 hereto, an opinion of our counsel, Cooley LLP.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed on July 23, 2012, and is incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Form 8-K are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include statements about the expected settlement of the sale and purchase of common stock described herein and our receipt of net proceeds therefrom. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to satisfy applicable closing conditions under the Purchase Agreement and Azimuth's compliance with its obligations to purchase the shares of common stock. Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements are disclosed in our other filings with the Securities and Exchange Commission. These forward-looking statements represent our judgment as of the time of the filing of this Form 8-K. We disclaim any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

(d) Exhibits.

                         Exhibit
                         Number    Description

                         5.1       Opinion of Cooley LLP.