Page 9 of 13 – SEC Filing
On March 27, 2017, the Company filed its preliminary proxy statement, a copy of which is filed herewith as
Exhibit 6 and is incorporated herein by reference. In that filing, the Company announced that on March 24, 2017, the Company amended its By-Laws to adopt a majority voting standard. Also in the
preliminary proxy, the Issuer maintained its current Board as candidates and recommended shareholders vote against the Nominees.
HCPF reviewed the filing
and, while it believes the preliminary proxy contains factual inaccuracies and potential breaches of the securities laws by the Issuer, it was very disappointed to learn that the Issuer was unable to identify anyone (including any of the Nominees)
who possesses experience that would fill gaps in the incumbent Boards composition. Recognizing the concentration of ownership within the entrenched Board and motivated to avoid the Issuers wasting significant shareholder funds in
fighting reasonable and practical advice, HCPF submitted a notice withdrawing its formal nomination of Directors ( the Withdrawal Notice) on March 31, 2017. A copy of the Withdrawal Notice is filed herewith as Exhibit 7 and is
incorporated herein by reference.
On March 31, 2017, HCPF also sent a letter (the March 31 Letter) to the Issuer accompanying its
Withdrawal Notice. A copy of the March 31 Letter is filed herewith as Exhibit 8 and is incorporated herein by reference.
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 Issuers 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 additional communications with management and the Board of the Issuer, engaging in discussions with
stockholders of the Issuer and others about the Issuer and the Reporting Persons investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or
operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, 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
responses to item 3, 4, and 6 of this Schedule 13D are incorporated herein by reference.
The percentages used herein are calculated based upon 13,203,436
shares of Common Stock issued and outstanding as of March 7, 2017, pursuant to the Annual Report on Form 10-K filed by the Issuer with the SEC on March 8, 2017.
As of the close of business on March 30, 2017:
1. HCPF
(a) Amount beneficially owned: 661,800*
(b) Percent of
class: 5.01%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 661,800*
(iii)
Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 661,800*
2. HCP
(a) Amount beneficially owned: 661,800*
(b) Percent of class: 5.01%*
(i) Sole power to vote or direct
the vote: 0
(ii) Shared power to vote or direct the vote: 661,800*
(iii) Sole power to dispose or direct the disposition: 0
(iv)
Shared power to dispose or direct the disposition: 661,800*
