Page 6 of 8 – SEC Filing
Additionally, Mr. Peed has the power to vote 3,487,837 Shares held by Leah Anneberg Peed
pursuant to a voting proxy dated August 2016 attached hereto as Exhibit 4, representing 8.2% of the outstanding Shares.
(c) Except
as set forth in Item 3, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person identified in Item 2 has engaged in any transaction during the past 60 days in any Shares.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or
shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares that are the subject of this Statement.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information provided in Items 3, 4 and 5 is hereby incorporated by reference herein.
Stockholders Agreement
The Stockholders Agreement governs certain terms and conditions in respect of the securities of the Issuer that held by the Reporting Persons,
as well as the Reporting Persons relationship with and investment in the Issuer.
Board Representation. Upon the Closing, the
Issuers board increased its number of directors from seven to ten and appointed Peed and two other individuals as directors. Peed was also appointed Non-Executive Vice Chairman of the Issuer Board. Mr. Peed will continue to have the right
to designate up to three individuals to be members of the Issuer Board (each, a Stockholder Designee) for nomination or appointment, as applicable, until the time that the Reporting Persons, their affiliates and permitted
transferees no longer beneficially own voting securities of Issuer representing 15% of Issuers issued and outstanding voting securities. Each Stockholder Designee must meet certain requirements as described in the Stockholders Agreement.
Voting Restrictions. The Stockholders Agreements voting provisions provide that, until the earlier of the Closings five
year anniversary and the date that the Reporting Persons beneficially own less than 25% of Issuers outstanding voting securities, the Reporting Persons may vote up to 25% of their Issuer voting securities in their sole discretion for any
matters on which Issuer stockholders vote. All other Issuer voting securities owned by the Reporting Persons must be voted in proportion to the votes cast by all other holders of Issuer voting securities. However, if the Reporting Persons designate
Stockholder Designees, they may vote all of their Issuer voting securities in favor of the Stockholder Designees.
Other Covenants.
In addition to the board designation rights and voting restrictions described above, the Stockholders Agreement also (i) subject to certain exceptions, imposes upon the Reporting Persons certain standstill restrictions,
non-competition and confidentiality obligations, and restrictions on transfers of voting securities of Issuer, and (ii) grants customary demand and piggyback registration rights to the Reporting Persons in respect of the Merger Consideration.
A copy of the Stockholders Agreement is attached hereto as Exhibit 3 and is incorporated herein by reference. The foregoing
description of the Stockholders Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Stockholders Agreement.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit | Description of Exhibit | |
| 1 | Joint Filing Agreement, dated as of April 13, 2017, by and among the Reporting Persons | |
| 2 | Agreement and Plan of Merger, dated August 17, 2016, by and among the Issuer, Merger Sub, Merger LLC, AmCo, the Sole Stockholder, and the Sole Stockholder Member Parties (incorporated herein by reference from Exhibit 2.1 to the Issuers Current Report on Form 8-K filed on August 19, 2016) | |
