Page 7 of 10 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 14,731,351 Shares held directly by Raging Master is approximately $34,487,357, including brokerage commissions. Such Shares were acquired with the working capital of Raging Master.
Raging Master effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Mr. Traub may be deemed to beneficially own 18,750 Shares underlying stock options that are exercisable within 60 days of the date hereof. Mr. Traub received such stock options in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 27, 2017, the Board of the Issuer increased the size of the Board from six directors to seven directors and appointed Matthew S. Furnas to fill the vacancy created by such increase. Mr. Furnas was appointed as a Class III director, with a term of office expiring at the Issuer’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”). Mr. Furnas was also appointed as a member of the Audit Committee of the Board. Mr. Furnas is a Senior Analyst at Raging Capital. Previously, on November 14, 2016, Raging Capital and the Issuer entered into a governance agreement (the “Governance Agreement”) pursuant to which the Issuer agreed to include an individual designated by Raging Capital in the slate of director nominees to be recommended by the Board for election at the 2017 Annual Meeting, subject to approval by the Nominating Committee. Mr. Furnas was initially presented to the Nominating Committee as Raging Capital’s designee pursuant to the Governance Agreement.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 49,534,941 Shares outstanding as of February 27, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 3, 2017.
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