Page 9 of 13 – SEC Filing
EXPLANATORY NOTE
This Amendment No. 4 (this “Amendment No. 4”) amends Items 4 and 7 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 17, 2016, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 22, 2016, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on April 5, 2016 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof:
In Amendment No. 3 to this Schedule 13D filed with the SEC on April 5, 2016 we stated that as a result of the Issuer commencing a “Dutch Auction” tender offer of shares of its own Common Stock and its unfair characterizations of our Offer, we intend to seek representation on the Issuer’s Board of Directors. To date, we have not had discussions with the Issuer with respect to Board representation, but following April 5, 2016, we reached out to the management of the Issuer (“Management”) to discuss Board representation for us and our representatives, however, Management has not responded to any such contact by us. We intend to continue trying to engage the Issuer in such discussions.
Revised Tender Offer
On March 22, 2016, MPF InvestCo 4 and Mangrove Master Fund distributed an offer to purchase (the “Original Offer to Purchase”) and a related letter of transmittal (the “Letter of Transmittal”) in connection with an offering to purchase up to a maximum of 3,000,000 shares of Issuer’s Common Stock, at a price per Share of $9.00, net to the seller in cash, less any applicable withholding taxes and without interest. On April 15, 2016 MPF InvestCo 4 and Mangrove Master Fund filed Amendment No. 2 to the Tender Offer Statement on Schedule TO-T (the “Amendment No. 2 to Schedule TO-T”) with the SEC, including a supplement to the Original Offer to Purchase (the “Supplement,” and together with the Original Offer to Purchase, as the same may be further amended or supplemented from time to time, the “Offer to Purchase”), announcing an increase of the offering price per Share from $9.00 to $9.50, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase and in the related amended Letter of Transmittal (the “Amended Letter of Transmittal”). The Supplement should be read in conjunction with the Original Offer to Purchase. The Supplement, the Original Offer to Purchase and related Amended Letter of Transmittal, as each may be further amended or supplemented from time to time, constitute the “Offer.” The Supplement also amended the Offer to extend the expiration date until 5:00 p.m., New York City time on Monday, May 9, 2016 (the “Expiration Date”). The Offer was originally scheduled to expire at 12:00 Midnight, Eastern Time, on April 18, 2016.
The above summary is provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Issuer. The full details of the Offer, including complete instructions on how to tender Shares, will be included in the Offer to Purchase, the Amended Letter of Transmittal and other related materials, which MPF InvestCo 4 and Mangrove Master Fund has sent or gave to stockholders of the Issuer, and filed such materials with the SEC. The information in such Offer to Purchase and Amended Letter of Transmittal regarding the terms of the Offer are incorporated by reference into this Schedule 13D. Stockholders are urged to read carefully the Offer to Purchase, the Amended Letter of Transmittal and other related materials because they contain important information, including the terms and conditions of the Offer. Stockholders may obtain free copies of the Original Offer to Purchase, the Supplement, the Amended Letter of Transmittal and other related materials at the SEC’s website at www.sec.gov. The Original Offer to Purchase, the Supplement, the Amended Letter of Transmittal and related materials may also be obtained for free by contacting the information agent for the Offer, Morrow & Co., LLC at (800) 662-5200 (toll-free) or by email at tenderinfo@morrowco.com.
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