Page 5 of 8 – SEC Filing
The
following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment
No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item
4 is hereby amended to add the following:
On
August 11, 2017, Alden Global Capital LLC, Strategic Investment Opportunities LLC, and Heath B. Freeman (collectively, “Alden”)
and the Issuer entered into an Amended and Restated Cooperation Agreement (the “Amended and Restated Cooperation Agreement”)
regarding the membership and composition of the Issuer’s Board of Directors (the “Board”) and related matters.
Alden and the Issuer previously entered into a Cooperation Agreement, dated April 21, 2017, as described in Alden’s Amendment
No. 1 to the Schedule 13D filed on April 25, 2017. The following description of the Amended and Restated Cooperation Agreement
is qualified in its entirety by reference to the Amended and Restated Cooperation Agreement, a copy of which is attached as Exhibit
99.1 hereto and is incorporated herein by reference. Terms that are not otherwise defined herein have the meanings ascribed to
them in the Amended and Restated Cooperation Agreement.
Among
other things, the Amended and Restated Cooperation Agreement provides that:
| · | The Issuer has agreed to appoint Heath Freeman to the Board as of the next regular Board meeting (and in any event no later than August 29, 2017); |
| · | Alden’s previous Board designees from the original Cooperation Agreement, Steven B. Rossi and Timothy Barton (together with Mr. Freeman, the “Alden Designees”), shall continue to serve as members of the Board and as two (2) of the four (4) members on each of the Nominating and Governance Committee and Compensation Committee of the Board; |
| · | From the date of the Amended and Restated Cooperation Agreement through the Termination Date (as defined below) (the “Cooperation Period”), which such period includes the Issuer’s 2018 annual meeting of stockholders, the Board shall (i) nominate each of the Alden Designees for election to the Board at each Stockholder Meeting at which directors are to be elected; and (ii) cause the Issuer to file a definitive proxy statement in respect of each Stockholder Meeting at which directors are to be elected and recommend that the Issuer’s stockholders vote directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of each of the Alden Designees; |
| · | Either Alden or the Issuer shall have the right to terminate the Amended and Restated Agreement by giving five Business Days’ prior written notice to the other party at any time after the earlier of (i) March 1, 2019 and (ii) the date that is fifteen Business Days’ prior to the deadline for the submission of stockholder nominations for the 2019 Annual Meeting (the effective date of such termination of the Amended and Restated Cooperation Agreement, the “Termination Date”); |
| · | The size of the Board shall be no more than nine (9) directors during the Cooperation Period, however, the Board will have the right to increase the size of the Board to eleven (11) members to accommodate additional directors approved by the Board; |
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