Page 8 of 12 – SEC Filing
(e) No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed hereto, has, during the last five (5)
years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr.
Ajdler is a citizen of Belgium.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,323,554
Shares directly and beneficially owned by Engine Capital is approximately $8,942,224, including brokerage commissions. The aggregate
purchase price of the 1,533,778 Shares directly and beneficially owned by Engine Jet is approximately $7,386,637 including brokerage
commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
The Issuer is currently trading
at an enterprise value to revenue of approximately 0.6x and an enterprise value to normalized EBITDA (assuming an EBITDA margin
of 10%) of around 6.0x. The Reporting Persons believe that peer companies trade for at least 1x revenue and 9x EBITDA implying
significant upside for the Issuer’s shares. The Reporting Persons expect that this valuation gap will close as the Issuer
demonstrates improved profitability and shows progress on its publicly-announced profit improvement plan. The Reporting Persons
intend to continue to have discussions with the Issuer’s Board of Directors (the “Board”) regarding various opportunities
to increase and maximize shareholder value.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation,
engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about
the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning strategic alternatives, the calling
of special meeting(s), changes to the capitalization, ownership structure, board structure (including board composition) or operations
of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or
similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in
Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each person named herein is based upon 51,878,215 Shares outstanding, as of April 28, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2017.
| 8 |
