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CUSIP NO.85916J102 |
13G |
PAGE 1 OF 13 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Stereotaxis, Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
85916J102
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x 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 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 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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CUSIP NO.85916J102 |
13G |
PAGE 2 OF 13 |
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1. |
NAMES OF REPORTING PERSONS. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
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Franklin Resources, Inc. (13-2670991) |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
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(b) X |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5. |
SOLE VOTING POWER |
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(See Item 4) |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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(See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,520,040 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.5% |
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12. |
TYPE OF REPORTING PERSON |
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HC (See Item 4) |
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CUSIP NO.85916J102 |
13G |
PAGE 3 OF 13 |
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1. |
NAMES OF REPORTING PERSONS. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
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Charles B. Johnson |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) | ||
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(b) |
X | |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5. |
SOLE VOTING POWER |
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(See Item 4) |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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(See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,520,040 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.5% |
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12. |
TYPE OF REPORTING PERSON |
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HC (See Item 4) |
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CUSIP NO.85916J102 |
13G |
PAGE 4 OF 13 |
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1. |
NAMES OF REPORTING PERSONS. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
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Rupert H. Johnson, Jr. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) | ||
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(b) |
X | |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5. |
SOLE VOTING POWER |
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(See Item 4) |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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(See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,520,040 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.5% |
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12. |
TYPE OF REPORTING PERSON |
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HC (See Item 4) |
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CUSIP NO.85916J102 |
13G |
PAGE 5 OF 13 |
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1. |
NAMES OF REPORTING PERSONS. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
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Franklin Advisers, Inc. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) | ||
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(b) |
X | |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5. |
SOLE VOTING POWER |
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1,488,440 (See Item 4) |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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1,488,440 (See Item 4) |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,488,440 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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CERTAIN SHARES o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.4% |
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12. |
TYPE OF REPORTING PERSON |
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IA |
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CUSIP NO.85916J102 |
13G |
PAGE 6 OF 13 |
Item 1.
(a) Name of Issuer
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Stereotaxis, Inc. |
(b) Address of Issuer's Principal Executive Offices
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4041 Forest Park Avenue |
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St. Louis, MO 63108 |
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Item 2. |
(a) Name of Person Filing
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(i): |
Franklin Resources, Inc. | |
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(ii): Charles B. Johnson | ||
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(iii): Rupert H. Johnson, Jr. | ||
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(iv): Franklin Advisers, Inc. | ||
(b) Address of Principal Business Office or, if None, Residence
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(i), (ii), and (iii),and (iv): |
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One Franklin Parkway |
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San Mateo, CA 94403-1906 |
(c) Citizenship
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(i): Delaware |
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(ii) and (iii): USA |
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(iv): California |
(d) Title of Class of Securities
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Common Stock, par value $.001 |
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(e) CUSIP Number |
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85916J102 |
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CUSIP NO.85916J102 |
13G |
PAGE 7 OF 13 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o Group, in accordance with §240.13d-1 (b)(1)(ii)(J). |
Item 4. Ownership
The securities reported herein (the “Securities”) are beneficially owned by one or more open or closed-end investment companies or other managed accounts that are investment advisory clients of investment advisers that are direct and indirect subsidiaries (each, an “Adviser Subsidiary” and, collectively, the “Adviser Subsidiaries”) of Franklin Resources, Inc. (“FRI”), including the Adviser Subsidiaries listed in Item 7. Advisory contracts grant to the Adviser Subsidiaries all investment and/or voting power over the securities owned by such advisory clients, unless otherwise noted in this Item 4. Therefore, for purposes of Rule 13d-3 under the Act, the Adviser Subsidiaries may be deemed to be the beneficial owners of the Securities.
Beneficial ownership by investment advisory subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly-owned Adviser Subsidiary, are exercised independently from FRI and from all other Adviser Subsidiaries (FRI, its affiliates and the Adviser Subsidiaries other than FMA are collectively, “FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective advisory clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by persons and entities advised by FRI subsidiaries. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 9 and 11 of the cover pages for FRI and each of the Principal Shareholders. FRI, the Principal Shareholders and each of the Adviser Subsidiaries disclaim any pecuniary interest in any of the Securities. In addition, the filing of this Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as applicable, should not be construed as an admission that any of them
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CUSIP NO.85916J102 |
13G |
PAGE 8 OF 13 |
is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the Securities.
FRI, the Principal Shareholders, and each of the Adviser Subsidiaries believe that they are not a “group” within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Securities held by any of them or by any persons or entities advised by FRI subsidiaries.
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(a) Amount beneficially owned: |
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1,520,040 |
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(b) Percent of class: |
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5.5% |
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(c) Number of shares as to which the person has: |
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(i) Sole power to vote or to direct the vote |
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Franklin Resources, Inc.: |
0 |
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Charles B. Johnson: |
0 |
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Rupert H. Johnson, Jr.: |
0 |
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Franklin Advisers, Inc.: |
1,488,440 |
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Templeton Asset Management Ltd.: |
31,600 |
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(ii) Shared power to vote or to direct the vote |
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0 |
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(iii) Sole power to dispose or to direct the disposition of |
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Franklin Resources, Inc.: |
0 |
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Charles B. Johnson: |
0 |
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Rupert H. Johnson, Jr.: |
0 |
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Franklin Advisers, Inc.: |
1,488,440 |
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Templeton Asset Management Ltd.: |
31,600 |
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(iv) Shared power to dispose or to direct the disposition of |
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0 |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [].
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Not Applicable |
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of the Adviser Subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, as well as the proceeds from the sale of, such securities reported on in this statement. Franklin Small-Mid Cap Growth Fund, a series of Franklin Strategic Series, an investment company registered under the Investment Company Act of 1940, has an interest in 1,463,200 shares, or 5.3%, of the class of securities reported herein.
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CUSIP NO.85916J102 |
13G |
PAGE 9 OF 13 |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
See Attached Exhibit C
(See also Item 4)
Item 8. Identification and Classification of Members of the Group
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Not Applicable (See also Item 4) |
Item 9. Notice of Dissolution of Group
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Not Applicable |
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CUSIP NO.85916J102 |
13G |
PAGE 10 OF 13 |
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
This report shall not be construed as an admission by the persons filing the report that they are the beneficial owner of any securities covered by this report.
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.
Dated: Febuary 2, 2006
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
Franklin Strategic Series on behalf of
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Franklin Small-Mid Cap Growth Fund |
By: /s/BARBARA J. GREEN
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----------------------- |
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Barbara J. Green |
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Vice President, Deputy General Counsel, |
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and Secretary of Franklin Resources, Inc. |
Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G
Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13G
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Secretary of Franklin Advisers, Inc. |
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Vice-President and Assistant Secretary of Franklin Strategic Series |
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CUSIP NO.85916J102 |
13G |
PAGE 11 OF 13 |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on
Febuary 2, 2006.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
Franklin Strategic Series on behalf of
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Franklin Small-Mid Cap Growth Fund |
By: /s/BARBARA J. GREEN
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----------------------- |
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Barbara J. Green |
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Vice President, Deputy General Counsel, |
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and Secretary of Franklin Resources, Inc. |
Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G
Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13G
Secretary of Franklin Advisers, Inc.
Vice-President and Assistant Secretary of Franklin Strategic Series
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CUSIP NO.85916J102 |
13G |
PAGE 12 OF 13 |
EXHIBIT B
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints BARBARA J. GREEN his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13G or 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.
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Date: 9-11-03 |
/s/Charles B. Johnson | ||
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------- |
--------------------- | |
Charles B. Johnson
POWER OF ATTORNEY
RUPERT H. JOHNSON hereby appoints BARBARA J. GREEN his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13G or 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.
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Date: Sept 4, 2003 |
/s/Rupert H. Johnson, Jr. | ||
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------------ |
------------------------- | |
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Rupert H. Johnson | ||
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CUSIP NO.85916J102 |
13G |
PAGE 13 OF 13 |
Exhibit C
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Franklin Advisers, Inc. |
Item 3 classification: 3(e) |
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Templeton Asset Management Ltd. |
Item 3 Classification: 3(e) |