Page 8 of 11 – SEC Filing
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
| | Item 4 is hereby amended to add the following: |
As previously reported by the Reporting Persons, on October 2, 2015, following several months of constructive discussions with the Issuer regarding Board composition, corporate strategy and corporate governance, the Issuer appointed Derek T. Harrar, who was previously nominated by the Reporting Persons, to the Board as a Class III director with a term expiring at the Issuer’s 2016 Annual Meeting.
The Reporting Persons have been closely monitoring the recent events at the Issuer regarding the 2016 Annual Meeting, including the proxy solicitation by VIEX Capital Advisors, LLC and certain of its affiliates (collectively, “VIEX”) seeking the election of two director candidates to the Issuer’s Board and the approval of a non-binding proposal to eliminate the classification of the Board (the “Declassification Proposal”). The Reporting Persons were extremely surprised and disappointed to learn that the Board is recommending that stockholders vote against the Declassification Proposal, especially after the Reporting Persons previously communicated their strong support for the Declassification Proposal to both management and the Board.
The Reporting Persons have come to the conclusion that management is unwilling to listen to stockholders and the Issuer would benefit from additional stockholder representation on the Board and improved corporate governance. To that end, the Reporting Persons strongly recommend that the Board avoid a costly and distracting proxy contest and instead work with VIEX to enhance the composition of the Board and improve the Issuer’s corporate governance. The Reporting Persons note that while Mr. Harrar is one of the Issuer’s two directors up for election at the 2016 Annual Meeting, its confidence in management has deteriorated to such an extent that the Reporting Persons plan to support the upcoming vote on both VIEX’s two director candidates and the Declassification Proposal.
The Reporting Persons intend to continue to closely monitor developments relating to the Issuer’s 2016 Annual Meeting and may engage with the Issuer, VIEX and other stockholders in connection therewith.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 34,811,521 Shares outstanding, as of February 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2016.
| A. | AVI Yankee |
| | (a) | As of the close of business on March 29, 2016, AVI Yankee beneficially owned 3,003,560 Shares. |
Percentage: Approximately 8.6%
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