Page 5 of 9 – SEC Filing
The Reporting Persons acquired the Common
Stock covered by
this Schedule 13D for investment purposes, in the ordinary course of business.
The Reporting Persons will
routinely monitor a wide variety of investment considerations, including,
without limitation, current and anticipated future trading prices for the Common
Stock, the Issuer’s operations, assets, prospects, business development,
markets and capitalization, the Issuer’s management and personnel,
Issuer-related competitive and strategic matters, general economic, financial
market and industry conditions, as well as other investment considerations. The
Reporting Persons expect to discuss their investment in the Issuer and the
foregoing investment considerations with the Issuer’s Board of Directors (“Board
of Directors”), management, other investors, industry analysts and others.
These considerations, these discussions and other factors may result in the
Reporting Persons’ consideration of various alternatives with respect to their
investment, including possible changes in the present Board of Directors and/or
management of the Issuer or other alternatives to increase stockholder value. The
Reporting Persons may also enter into confidentiality or similar agreements
with the Issuer and, subject to such an agreement or otherwise, exchange
information with the Issuer. In addition, the Reporting Persons may acquire
additional Issuer securities in the public markets, in privately negotiated
transactions or otherwise (including through the conversion of shares of the Issuer’s
non-voting Class A-1 Convertible Preferred Stock (the
“Class A-1 Preferred Stock”) beneficially owned by the Reporting
Persons) or may determine to sell, trade or otherwise dispose of all or some
holdings in the Issuer in the public markets, in privately negotiated
transactions or otherwise, or take any other lawful action they deem to be in
their best interests.
Except as set forth in this Item
4, no Reporting Person has any present plans or proposals that relate to or
would result in: (a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or of any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
such directors or to fill any existing vacancies on such board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer’s business or corporate structure;
(g) changes in the Issuer’s charter, by-laws or instruments corresponding
thereto or other actions that may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated in subparagraphs (a)-(i) above. There is no assurance that the
Reporting Persons will develop any plans or proposals with respect to any of
these matters. However, the Reporting Persons reserve the right to formulate
plans or proposals which would relate to or result in the transactions
described in subparagraphs (a) through (j) of this Item 4.
