Page 7 of 9 – SEC Filing
In connection with
the Offer and Merger, and concurrently with entering into the Merger Agreement, Parent and Merger Sub entered into Tender and Support
Agreements, dated as of July 2, 2017 (the “Support Agreements”), with Raging Capital, Kenneth H. Traub and Brian J.
Bellinger, among other individuals. The Support Agreements obligate Raging Capital, Mr. Traub and Mr. Bellinger to tender their
Shares into the Offer and otherwise support the transactions contemplated by the Merger Agreement.
The foregoing description
of the Merger Agreement, the Merger and the Offer does not purport to be complete and is qualified in its entirety by reference
to the Form 8-K filed by the Issuer on July 3, 2017 disclosing the foregoing. The foregoing description of the Support Agreements
is qualified in its entirety by reference to the full text of the Support Agreements, a form of which is referenced as an exhibit
hereto and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) – (c) is
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 6,812,047 Shares outstanding, which is
the total number of Shares outstanding as of July 1, 2017 as reported in Exhibit 2.1 to the Issuer’s Form 8-K filed with
the Securities and Exchange Commission on July 3, 2017.
As of the close of
business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 2,136,864 Shares,
constituting approximately 31.4% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging
Master discussed in further detail in Item 2.
As of the close of
business on the date hereof, Kenneth H. Traub may be deemed to beneficially own 62,759 Shares (consisting of 5,182 Shares he purchased
in the open market, 28,649 Shares of currently vested restricted stock, 2,825 Shares of unvested restricted stock, and 26,103 Shares
underlying currently exercisable options), constituting less than 1% of the Shares outstanding.
As of the close of
business on the date hereof, Brian J. Bellinger may be deemed to beneficially own 16,908 Shares (consisting of 14,083 Shares underlying
currently exercisable options, and 2,825 Shares of unvested restricted stock), constituting less than 1% of the Shares outstanding.
All restricted stock
and options reported in this Item 5 were awarded to each of Mr. Traub and Mr. Bellinger in his capacity as a director of the Issuer.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other
Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes
of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without
limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held
by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.
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