Page 5 of 9 – SEC Filing
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the
Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On April 21, 2017, Alden
Global Capital LLC and certain of its affiliates (collectively, “Alden”) entered into a cooperation agreement with
the Issuer (the “Cooperation Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”)
and certain other matters. The following description of the Cooperation Agreement is qualified in its entirety by reference
to the Cooperation Agreement, 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 Cooperation Agreement.
Pursuant to the terms of
the Cooperation Agreement, the Issuer agreed to immediately appoint each of Steven B. Rossi and Timothy Barton (the “Alden
Designees”) to the Board and that effective upon the conclusion of the 2017 annual meeting of stockholders (the “2017
Annual Meeting”) through the Termination Date (as defined below), the size of the Board will not exceed nine (9) directors;
provided, however, that the size of the Board may be increased to eleven (11) directors to accommodate one additional director
approved by the Board and one additional director designated by Alden (the “Additional Alden Designee”), who meets
certain independence and experience criteria, as long as Alden satisfies the 10% Ownership Threshold (as defined below).
The Issuer also agreed, among
other things, to: (i) immediately combine the Governance and Nominating Committees of the Board into the Nominating and Governance
Committee and to not separate such committee from the date of the Cooperation Agreement through the Termination Date (the “Cooperation
Period”); (ii) immediately appoint each of the Alden Designees to each of the Nominating and Governance Committee and the
Compensation Committee; (iii) promptly reconstitute each of the Nominating and Governance Committee and the Compensation Committee
to be comprised of four (4) directors, including each of the two Alden Designees, with one of the Alden Designees appointed as
chairman of the Compensation Committee; (iv) nominate and recommend each of the Alden Designees for election to the Board at any
meeting of stockholders during the Cooperation Period at which directors are to be elected; and (v) hold the 2017 Annual Meeting
no later than June 15, 2017 and the 2019 annual meeting of stockholders no later than May 31, 2019.
Pursuant to the Cooperation
Agreement, if any of the Alden Designees ceases to be a director prior to the end of the Cooperation Period and at such time Alden
beneficially owns at least the lesser of ten percent (10%) of the Issuer’s then outstanding Shares and 3,798,662 Shares (the
“10% Ownership Threshold”), then Alden is entitled to recommend a substitute candidate(s) who meets certain independence
and experience criteria. If, however, Alden’s beneficial ownership is below the 10% Ownership Threshold but is at least the
lesser of five percent (5%) of the Issuer’s then outstanding Shares and 1,899,331 Shares (the “5% Ownership Threshold”),
then Alden has such replacement right only if the Alden Designee who ceased to be a director was the only Alden Designee on the
Board. In addition, in the event that an Additional Alden Designee ceases to be a director prior to the end of the Cooperation
Period and at such time Alden satisfies the 5% Ownership Threshold, Alden is entitled to recommend a substitute candidate in accordance
with the procedures for selecting such Additional Alden Designee.
The Cooperation Agreement
also provides that at any time prior to the end of the Cooperation Period, if Alden fails to satisfy the 10% Ownership Threshold,
Alden shall designate one Alden Designee who shall immediately resign from the Board and all committees thereof and if Alden fails
to satisfy the 5% Ownership Threshold, the second Alden Designee and any Additional Alden Designee shall immediately resign from
the Board and all committees thereof.
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