Page 19 of 24 – SEC Filing
Page 19 of 24
Item 4. Purpose of Transaction
Item 4
of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Jobson Reporting
Persons and the Stetson Reporting Persons represent, based on the Issuer’s Proxy Statement for Annual Meeting of Stockholders
filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2016 and the Issuer’s public filings
since that date, the Issuer’s first and fourth largest stockholders, respectively. Messrs. Jobson and Stetson are also members
of the Issuer’s Board of Directors. The Reporting Persons have significant concerns about the current levels of profitability
of the Issuer, despite recent sales increases, and believe that a sustained emphasis on improving productivity at all levels of
the Issuer is necessary. The Reporting Persons intend to together engage in discussions with both the Issuer and its management
and board of directors, as well as other stockholders of the Issuer and other interested parties, with respect to a variety of
topics relating to such issues, including but not limited to the Issuer’s overall cost structure, asset utilization, capital
structure, board size, management and strategic plans. The Reporting Persons are filing this Statement jointly, as they may be
considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained
herein shall be deemed to be an admission by the Reporting Persons that such a group exists.
The Reporting Persons
may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including
for the purpose of implementing a plan focused on improving overall Issuer productivity, and may discuss such actions with the
Issuer and the Issuer’s management and the board of directors, other stockholders of the Issuer and other interested parties.
To this end, the Reporting Persons have begun preliminary discussions regarding, but have made no decisions with respect to, the
possibility of nominating a separate slate of directors for consideration by the stockholders at the Issuer’s 2018 annual
meeting of stockholders.
The Reporting Persons
intend to review their investments in the Issuer on a continuing basis. Depending on various factors and subject to the obligations
described herein, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by
the board of directors (including actions in response to any action, proposed action, or contemplated action by the Reporting Persons),
price levels of shares of Common Stock, other investment opportunities available to the Reporting Persons, market conditions and
general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the
Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial
instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar
transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any
and all matters referred to in Item 4 of Schedule 13D.
Item 5. Interest
in Securities of the Issuer.
(a)
The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages
to this Schedule 13D.
(b)
The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages
to and Item 2(c) of this Schedule 13D.
(c)
Information with respect to all transactions in the Common Stock which were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by the Reporting Persons is set forth on Exhibit D attached hereto and incorporated
herein by reference.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock set forth above.
(e)
Not applicable.
