Page 11 of 20 – SEC Filing
(d) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, 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) Messrs.
Radoff and Schechter are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth
therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by BLR Partners and Radoff Foundation 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. The aggregate purchase
price of the 1,275,000 Shares owned directly by BLR Partners is approximately $20,685,257, including brokerage commissions. The
aggregate purchase price of the 20,000 Shares owned directly by Radoff Foundation is approximately $317,599, including brokerage
commissions.
The Shares beneficially
owned by Mr. Schechter were purchased with personal funds (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. The aggregate purchase price of
the 43,073 Shares beneficially owned by Mr. Schechter, including the 573 Shares directly owned by his spouse, is approximately
$709,835, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
The Reporting Persons
have engaged and intend to continue to engage in discussions with the Issuer’s management and board of directors (the “Board”)
regarding means to maximize shareholder value through a sale of the Issuer, improved capital allocation and enhanced corporate
governance. The Reporting Persons have engaged Antarctica Advisors LLC to assist the Reporting Persons evaluate their investment
in the Issuer.
| 11 |
