Page 13 of 19 – SEC Filing
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).
| Item 3. | Source and Amounts of Funds or other Consideration. |
Item 3 is hereby
amended and restated to read as follows:
The shares of Common
Stock acquired by the Reporting Persons were purchased with working capital of each of HCPF, AVI, HCM, MAIM and Sierra (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The
net investment costs (including commissions, if any) of the Shares directly owned by the Reporting Persons is approximately $12,627,869,
including the net cost of Shares. The amounts paid were funded by working capital.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby
amended to add the following:
As previously disclosed
in the Schedule 13D, the Reporting Persons have engaged in numerous discussions with one or more members of the Issuer’s
Board of Directors (the “Board”), including Chairman Robert Rosenthal, regarding the opportunities they believe are
available to drive shareholder value at the Issuer, including with respect to board composition. As part of this ongoing dialogue
and the Reporting Persons good faith effort to work constructively with the Issuer, the Reporting Persons submitted a list of director
candidates for potential appointment to the Board per the Issuer’s request.
On February 8, 2018,
the Reporting Persons announced that in light of the upcoming February 23, 2018 deadline to nominate director candidates for election
to the Board at the Issuer’s 2018 annual meeting of shareholders (the “Annual Meeting”), the Reporting Persons
are preparing to nominate a slate of highly-qualified candidates for election to the Board at the Annual Meeting if they are unable
to reach an amicable resolution with the Issuer before the nomination deadline. While the Reporting Persons are still in the process
of evaluating the degree of change that they believe is necessary on the Board and the number of candidates they will seek to elect,
at this time, it is their intention to nominate at least three of the director candidates whom they have submitted for interviews
with the Issuer. The Reporting Persons also cautioned the Board against taking any steps to diminish or suppress the rights of
its shareholders to nominate and seek the election of director candidates at the Annual Meeting, including, without limitation,
any changes to its corporate governance structure.
The Reporting Persons
remain hopeful that they can reach an amicable resolution with the Issuer that is in the best interests of all shareholders. However,
the Reporting Persons are disappointed that the Issuer’s Chief Executive Officer and Chief Operating Officer appear to be
the individuals leading the process of interviewing the director candidates submitted by the Reporting Persons rather than the
Chairman of the Board and Chairman of the Nominating and Corporate Governance Committee of the Board, as repeatedly requested by
the Reporting Persons.
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