Page 7 of 11 – SEC Filing
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2(e) is hereby
amended and restated to read as follows:
Other
than as set forth herein, no Reporting Person has, during the last five 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. Lone Star Value Management and Mr. Eberwein are each subject to a Securities and Exchange
Commission (“SEC”) administrative order, dated February 14, 2017 (File No. 3-17847), relating to alleged violations
of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder,
including failing to disclose the members of a stockholder group, and further allegations that Mr. Eberwein violated Section 16(a)
of the Exchange Act and the rules promulgated thereunder, including failing to timely file initial statements of beneficial ownership
on Form 3 and changes thereto on Form 4. Without admitting or denying any violations, (i) Lone Star Value Management agreed to
cease and desist from committing or causing any violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated
thereunder, and paid a civil penalty of $120,000 to the SEC and (ii) Mr. Eberwein agreed to cease and desist from committing or
causing any violations of (x) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder and (y) Section
16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and paid a civil penalty to the SEC in the amount of
$90,000.
| 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 Lone Star Value Investors, Lone Star Value Co-Invest I and held in the Separately Managed Account 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, as set forth in Schedule A, which is incorporated by reference
herein. The aggregate purchase price of the 1,997,458 Shares beneficially owned by Lone Star Value Investors is approximately $2,199,201, including brokerage commissions. The aggregate purchase price of the 266,740 Shares held in the
Separately Managed Account is approximately $541,480, including brokerage commissions.
| Item 4. | Purpose of Transaction |
Item
4 is hereby amended to add the following:
The Reporting Persons intend
to continue to engage in general discussions with the Issuer’s Board of Directors (the “Board”) and management
team, including with respect to Board composition.
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