SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2008
SCHEDULE
13G
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CUSIP
NO. 290846104
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PAGE
1 OF 8 PAGES
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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. 2)*
EMCORE
Corporation
(Name
of
Issuer)
Common
Stock, no par value
(Title
of
Class of Securities)
290846104
(CUSIP
Number)
January
30, 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:
o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on 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).
**All
information on this Schedule is as of January 30, 2008 except where
noted.
SCHEDULE
13G
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CUSIP
NO. 290846104
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PAGE 2 OF
8 PAGES
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1
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Alexandra
Global Master Fund Ltd.
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98-0448776
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(A)
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o
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(B)
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o
(See Item
6)
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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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British
Virgin Islands
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NUMBER
OF
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5
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SOLE
VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED
BY
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EACH
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REPORTING
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6
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SHARED
VOTING POWER
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PERSON
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WITH:
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150,856
shares of Common Stock (See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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-0-
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8
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SHARED
DISPOSITIVE POWER
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150,856
shares of Common Stock (See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,856
shares of Common Stock (See Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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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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Less
than 1/100 of 1% (See Item 4)
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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SCHEDULE
13G
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CUSIP
NO. 290846104
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PAGE 3 OF
8 PAGES
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1
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Alexandra
Investment Management, LLC
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13-4092583
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(A)
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o
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(B)
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o (See
Item 6)
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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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Delaware
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NUMBER
OF
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5
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SOLE
VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED
BY
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EACH
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REPORTING
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6
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SHARED
VOTING POWER
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PERSON
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WITH:
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150,856
shares of Common Stock (See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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-0-
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8
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SHARED
DISPOSITIVE POWER
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150,856
shares of Common Stock (See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,856
shares of Common Stock (See Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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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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Less
than 1/100 of 1% (See Item 4)
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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SCHEDULE
13G
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CUSIP
NO. 290846104
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PAGE 4 OF
8 PAGES
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1
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Mikhail
A. Filimonov
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(A)
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o
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(B)
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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.
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NUMBER
OF
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5
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SOLE
VOTING POWER
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SHARES
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||||
BENEFICIALLY
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-0-
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OWNED
BY
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EACH
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REPORTING
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6
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SHARED
VOTING POWER
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PERSON
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WITH:
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150,856
shares of Common Stock (See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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-0-
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8
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SHARED
DISPOSITIVE POWER
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150,856
shares of Common Stock (See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,856
shares of Common Stock (See Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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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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Less
than 1/100 of 1% (See Item 4)
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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SCHEDULE
13G
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CUSIP
NO. 290846104
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PAGE 5 OF
8 PAGES
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Item
1(a).
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Name
of Issuer:
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EMCORE
Corporation, a New Jersey corporation (the
“Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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145
Belmont Drive
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Somerset,
New Jersey 08873
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Item
2(a).
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Names
of Persons Filing:
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Alexandra
Global Master Fund Ltd. ("Alexandra")
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Alexandra
Investment Management, LLC ("Management")
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Mikhail
A. Filimonov ("Filimonov")
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Item
2(b).
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Address
of Principal Business Office:
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Alexandra
- Citco Building, Wickams Cay, P.O. Box 662, Road
Town, Tortola, British Virgin Islands
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Management
- 767 Third Avenue, 39th Floor, New York, New York
10017
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Filimonov
- 767 Third Avenue, 39th Floor, New York, New
York 10017
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Item
2(c).
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Place
of Organization or Citizenship:
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Alexandra
- British Virgin Islands
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Management
- Delaware
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Filimonov
- U.S.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, no par value per share, of the Issuer (the "Common
Stock")
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Item
2(e).
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CUSIP
Number: 290846104
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Item
3.
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This
Schedule is filed pursuant to Rule 13d-1(c) by Alexandra, Management
and
Filimonov
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Item
4.
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Ownership:
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(a)
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Amount
Beneficially Owned:
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Alexandra:
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150,856
shares*
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Management:
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150,856
shares*
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Filimonov:
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150,856
shares*
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(b)
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Percent
of Class:
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Alexandra:
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Less
than 1/100 of 1%*
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Management:
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Less
than 1/100 of 1%*
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Filimonov:
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Less
than 1/100 of 1%*
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(Based
on 52,253,883 shares of Common Stock outstanding, as of December
26, 2007,
as reported by the Issuer in the Issuer’s Annual Report on Form 10-K for
the fiscal year ended September 30,
2007)
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SCHEDULE
13G
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CUSIP
NO. 290846104
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PAGE 6 OF
8 PAGES
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(c)
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Number
of Shares as to which the Person has:
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(i)
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sole
power to vote or to direct the vote
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-0-
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(ii)
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shared
power to vote or to direct the vote:
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150,856
shares of Common Stock*
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(iii)
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sole
power to dispose or to direct the disposition of
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-0-
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(iv)
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shared
power to dispose or to direct the disposition of
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150,856
shares of Common Stock*
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*On
December 31, 2007, Alexandra beneficially owned 3,108,196 shares of Common
Stock
that Alexandra had the right to acquire upon conversion of $21,788,460 principal
amount of Convertible Senior Subordinated Notes due May 15, 2011 issued by
the
Issuer (the “Notes”) which on such date represented 6.2% of the shares of Common
Stock then outstanding (based on 52,253,883 shares of Common Stock outstanding,
as of December 26, 2007, as reported by the Issuer in the Issuer’s Annual Report
on Form 10-K for the fiscal year ended September 30, 2007). The Notes were
converted into shares of Common Stock and, as of January 30, 2008, Alexandra
beneficially owns 150,856 shares of Common Stock.
Management
serves as investment advisor to Alexandra. By reason of such relationship,
Management may be deemed to share voting and dispositive power over the shares
of Common Stock owned by Alexandra. Management disclaims beneficial ownership
of
the shares of Common Stock listed as beneficially owned by Alexandra or any
other person reporting on this Schedule.
Filimonov
serves as the Chairman, the Chief Executive Officer, a Managing Member and
the
Chief Investment Officer of Management. By reason of such relationships,
Filimonov may be deemed to share voting and dispositive power over the shares
of
Common Stock listed as beneficially owned by Management. Filimonov disclaims
beneficial ownership of the shares of Common Stock listed as beneficially owned
by Management or any other person reporting on this Schedule.
Item
5.
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Ownership
of Five Percent or Less of a Class:
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Not
applicable
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If
this statement is being filed to report the fact that as of the date
hereof each of the Reporting Persons ceased to be the beneficial
owner of
more than five percent of the class of securities, check the following
x
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person:
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Not
applicable
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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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Not
applicable
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SCHEDULE
13G
|
|
CUSIP
NO. 290846104
|
PAGE 7 OF
8 PAGES
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Item
8.
|
Identification
and Classification of Members of the Group:
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Not
applicable
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Item
9.
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Notice
of Dissolution of Group:
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Not
applicable
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Item
10.
|
Certification:
|
By
signing below each signatory certifies that, to the best of its 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
I: Joint Filing Agreement, dated as of February 14, 2007, by and among
Alexandra, Management and Filimonov (incorporated herein by reference to the
exhibit with the same number filed with the Schedule 13G Amendment No. 1 by
the
persons reporting on this Amendment No. 2).
SCHEDULE
13G
|
|
CUSIP
NO. 290846104
|
PAGE 8 OF
8 PAGES
|
SIGNATURE
By
signing below each signatory certifies that, to the best of its 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.
Date:
February 14, 2008
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ALEXANDRA
GLOBAL MASTER FUND LTD.
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By:
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ALEXANDRA
INVESTMENT MANAGEMENT, LLC,
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its
Investment Advisor
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By:
/s/ Mikhail A. Filimonov
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Mikhail
A. Filimonov
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Title:
Managing Member
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ALEXANDRA
INVESTMENT MANAGEMENT, LLC
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By:
/s/ Mikhail A. Filimonov
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Mikhail
A. Filimonov
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Title:
Managing Member
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/s/
Mikhail A. Filimonov
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Mikhail
A. Filimonov
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