Page 11 of 16 SEC Filing
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D. Amendment No. 1 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 purchased by each of Legion Partners I, Legion Partners II and Legion Partners Special II 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, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 559,919 Shares owned directly by Legion Partners I is approximately $7,999,485, including brokerage commissions. The aggregate purchase price of the 108,856 Shares owned directly by Legion Partners II is approximately $1,555,143, including brokerage commissions. The aggregate purchase price of the 317,361 Shares owned directly by Legion Partners Special II is approximately $4,019,276, including brokerage commissions. The 400 Shares beneficially owned by Mr. Vizi were awarded to him by the Issuer in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On February 12, 2016, the Reporting Persons and the Issuer entered into an agreement (the “Agreement”), pursuant to which the Issuer agreed, among other things, to (i) add Bradley S. Vizi (the “New Director”) to the board of directors of the Issuer (the “Board”) effective immediately with a term expiring at the Issuer’s 2016 annual meeting of shareholders (the “2016 Annual Meeting”), (ii) nominate the New Director for reelection to the Board at the 2016 Annual Meeting, and (iii) cause the Board to decrease the size of its membership by one effective after the certification of the shareholder vote with respect to the 2016 Annual Meeting. The Issuer also agreed not to increase the size of the Board beyond nine members through the Standstill Period (as defined below).
The Reporting Persons have agreed, from the date of the Agreement until the date that is ten (10) calendar days prior to the deadline for the submission of shareholder nominations for the 2017 annual meeting of shareholders (the “2017 Annual Meeting” and such period, the “Standstill Period”), to abide by certain “standstill provisions” including, among other things, acquiring greater than 18% of the Issuer’s outstanding common stock and participating in future proxy contests; provided, that the Standstill Period will be extended until the date that is ten (10) calendar days prior to the deadline for the submission of shareholder nominations for the 2018 annual meeting of shareholders, if the Issuer agrees to re-nominate the New Director, and the New Director consents to being nominated, for election to the Board at the 2017 Annual Meeting.
In addition, throughout the Standstill Period, the Reporting Persons have agreed to vote in favor of each director nominated by the Board for election to the Board and each shareholder proposal listed on the Issuer’s proxy card in accordance with the Board’s recommendations, including in favor of all other matters recommended for shareholder approval by the Board, except that the Reporting Persons may vote (i) in accordance with the recommendations of Institutional Shareholders Services (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) if ISS or Glass Lewis recommend otherwise with respect to any proposal (other than the election of directors) and (ii) in their own discretion, in connection with certain transactions or events specified in the Agreement
The following description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Follow Foster L B Co (NASDAQ:FSTR)
Follow Foster L B Co (NASDAQ:FSTR)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
