Page 5 of 6 – SEC Filing
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is
hereby amended and restated to read as follows:
The Shares deemed
to be beneficially owned by Gilead Capital were purchased with working capital in open market purchases, except as otherwise noted,
as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 525,361 Shares deemed
to be beneficially owned by Gilead Capital is approximately $19,849,430, including
brokerage commissions.
| Item 4. | Purpose of Transaction. |
| Item | 4 is hereby amended to add the following: |
On September 6, 2017,
the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Fortive Corporation, a Delaware
corporation (“Parent”), and Fern Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of
Parent (“Sub”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth in the Merger
Agreement, as promptly as reasonably practicable (and, in any event, no later than September 20, 2017), Sub will commence a tender
offer (the “Offer”) to purchase any and all of the outstanding shares of common stock, par value $0.10 per share, of
the Issuer (“Company Common Stock”), at a price per share of Company Common Stock of $67.25 (such amount, or any other
amount per share paid pursuant to the Offer and the Merger Agreement, the “Offer Price”), subject to any required withholding
of taxes, net to the seller thereof in cash, without interest, on the terms and subject to the conditions and limitations set forth
in the Merger Agreement. The Merger Agreement also provides that, following the time Sub irrevocably accepts for payment all shares
of Company Common Stock that Sub became obligated to purchase pursuant to the Offer, upon the terms and subject to the conditions
set forth in the Merger Agreement, Sub will be merged with and into the Issuer (the “Merger”) in accordance with Delaware
law, with the Issuer continuing as the surviving corporation. As a result of the Merger, the Issuer will become a wholly owned
subsidiary of Parent.
Pursuant to the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time (other than (i) shares held by stockholders who have properly exercised appraisal
rights under Delaware law and (ii) shares held in the treasury of the Issuer or by Parent, Sub or any of their respective wholly
owned subsidiaries) will automatically be converted into the right to receive the Offer Price in cash, subject to any required
withholding of taxes, without interest.
A more complete description
of the Merger Agreement and the conditions to the Offer are set forth in the Issuer’s Current Report on Form 8-K filed with
the SEC on September 6, 2017 (the “Issuer 8-K”). Such description of the Merger Agreement is incorporated herein by
reference and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit
2.1 to the Issuer 8-K and is also incorporated herein by reference.
Concurrently with
the execution and delivery of the Merger Agreement, the Reporting Persons entered into a tender and support agreement (the “Support
Agreement”) with Parent and Sub pursuant to which it agreed to tender all of the Shares in the Offer, subject to certain
exceptions. The Support Agreement automatically terminates, among other items, upon the termination of the Merger Agreement or
upon a Change of Company Recommendation (as such term is defined in the Merger Agreement). The foregoing description of the Support
Agreement is qualified in its entirety by the full text of the Support Agreement, the form of which is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
| 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 Reporting Person is based upon 9,638,580 Shares outstanding, which is the total number of Shares
outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 8, 2017.
| A. | Gilead Capital |
| (a) | As of the close of business on September 7, 2017, Gilead Capital directly beneficially owned 200 Shares. As the investment manager of the Gilead Capital Accounts, Gilead Capital may be deemed the beneficial owner of the 525,161 Shares held in the Gilead Capital Accounts. |
Percentage: Approximately
5.5%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 525,361 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 525,361 |
Gilead Capital has the power to vote
and dispose of the Shares held in the Gilead Capital Accounts. Gilead Capital shares the power to vote and dispose of the Shares
it beneficially owns, including the Shares held in the Gilead Capital Accounts, with Gilead Capital GP and Mr. Strong.
| (c) | Gilead Capital has not entered into any transactions in the Shares during the past sixty days. |
| B. | Gilead Capital GP |
| (a) | Gilead Capital GP, as the general partner of Gilead Capital may be deemed the beneficial owner of the 525,361 Shares beneficially owned by Gilead Capital. |
Percentage: Approximately
5.5%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 525,361 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 525,361 |
| (c) | Gilead Capital GP has not entered into any transactions in the Shares during the past sixty days. |
| C. | Jeffrey A. Strong |
| (a) | Mr. Strong, as the managing member of Gilead Capital GP and the Chief Investment Officer and managing partner of Gilead Capital, may be deemed the beneficial owner of the 525,361 Shares beneficially owned by Gilead Capital. |
Percentage: Approximately
5.5%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 525,361 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 525,361 |
| (c) | Mr. Strong has not entered into any transactions in the Shares during the past sixty days. |
The filing of this Schedule
13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On September 6, 2017,
the Issuer entered into the Merger Agreement as described in Item 4 above and referenced as Exhibit 99.1 hereto.
On September 6, 2017,
the Reporting Persons entered into the Support Agreement with Parent and Sub as described in Item 4 above and referenced as Exhibit
99.2 hereto.
| Item 7. | Material to be Filed as Exhibits. |
| Item | 7 is hereby amended to add the following exhibits: |
| 99.1 | Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on September 6, 2017). |
| 99.2 | Tender and Support Agreement. |
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