Page 10 of 13 SEC Filing
(e) No Reporting Person nor any person listed on Schedule A 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) Raging Master is organized under the laws of the Cayman Islands. Raging Capital is organized under the laws of the State of Delaware. Each of William C. Martin, Kenneth H. Traub, Allan J. Young, Richard N. Burger and Robert L. Lerner is a citizen of the United States of America.
| Item 4. | Purpose of Transaction. |
| | Item 4 is hereby amended to add the following: |
On February 25, 2016, Raging Master delivered a letter (the “Nomination Letter”) to the Issuer nominating Richard N. Burger and Robert L. Lerner (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2016 annual meeting of stockholders (the “Annual Meeting”). Raging Capital believes that Messrs. Burger and Lerner bring skills and insights to the Board which will help to protect and maximize stockholder value. Representatives of Raging Capital have engaged, and intend to continue to engage, in discussions with members of the Board regarding matters relating to the composition of the Board.
| 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 23,777,280 Shares outstanding as of November 3, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.
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 4,630,795 Shares, constituting approximately 19.5% 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 directly owned 37,555 Shares (including 18,667 unvested restricted Shares that were awarded to him in his capacity as a director of the Issuer), constituting less than 1% of the Shares outstanding.
As of the close of business on the date hereof, Allan J. Young directly owned 18,667 unvested restricted Shares that were awarded to him in his capacity as a director of the Issuer, constituting less than 1% of the Shares outstanding.
As of the close of business on the date hereof, Richard N. Burger and Robert L. Lerner did not own any Shares.
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 securities of the Issuer 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 securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer 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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