Page 6 of 10 – SEC Filing
The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.
Item 2. | Identity and Background. |
As a result of a change
in the investment adviser of the Managed Account (as defined below), Item 2 is hereby amended and restated to read as follows:
(a) This
statement is filed by:
(i) | Moab Partners, L.P., a Delaware limited partnership (“Moab LP”); |
(ii) | Moab Capital Partners, LLC, a Delaware limited liability company (“Moab LLC”), which serves as the investment adviser for Moab LP; |
(ii) | Moab Private Investments, LLC, a Delaware limited liability company (“MPI”), which serves as the investment adviser to a separately managed account (the “Managed Account”); and |
(iv) | Michael R. Rothenberg, who serves as the managing member of Moab LLC and sole member of MPI. |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of the Reporting Persons is 152 West 57th Street, 9th Floor, New
York, New York 10019.
(c) The
principal business of Moab LP is investing in event-driven securities. Moab LLC serves as the investment adviser for certain private
investment funds, including Moab LP. MPI serves as the investment adviser for certain private investment funds, including the Managed
Account. Mr. Rothenberg serves as the managing member of Moab LLC and sole member of MPI.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) 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.
(f) Mr.
Rothenberg is a citizen of the United States of America.
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 Moab LP and held in the 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. The aggregate purchase price of the 777,573
Shares directly owned by Moab LP is approximately $5,066,000, including brokerage commissions. The aggregate purchase price of
the 40,328 Shares held in the Managed Account is approximately $272,000, including brokerage commissions.
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