Page 7 of 10 – SEC Filing
| ITEM 4. | PURPOSE OF TRANSACTION |
The shares of Common Stock directly held by the Investment Vehicles and
beneficially owned by the Reporting Persons reported herein were acquired for investment purposes in the belief that the shares of Common Stock are undervalued and represent an attractive investment opportunity.
On August 7, 2017, Scopia Capital submitted a letter (the Letter) to the Issuers Board of Directors (the Board) stating that
while Scopia Capital has admired the business the Issuer has built, Scopia Capital believes that it is time for the Issuers management and Board to pursue an immediate review of all strategic alternatives, including sale of the Issuer.
Although Scopia Capital states in the Letter that it believes that the Issuer has the capital to remain a standalone company at this time, Scopia Capital states that continuing to pursue an independent strategy presents significant risk for
shareholders. Scopia Capital in the Letter urges the Board to engage actively with any parties expressing an interest in discussions regarding a potential transaction and to form a special committee to oversee the review of strategic alternatives.
The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter,
which is filed as Exhibit 99.2 and is incorporated herein by reference.
The Reporting Persons have had discussions with members of the Issuers
management and members of the Issuers Board in connection with the Reporting Persons investment in the Issuer and may from time to time have further discussions with directors and officers of the Issuer, or discussions with other
shareholders or third parties regarding the Issuers business operations, strategies, capital structure and other matters related to the Issuer. These discussions may review options for maximizing shareholder value such as evaluating the
potential sale of the Issuer, enhancing the Issuers corporate governance, improving capital or asset allocation or various strategic alternatives or operational or management initiatives, including one or more items in subsections
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending
on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the Issuers securities, other
investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may
include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively,
Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or
(iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b) Items 7 through 11 and 13 of each of the cover
pages of this Schedule 13D are incorporated herein by reference. Such information is based on 46,659,426 shares of Common Stock outstanding as of April 30, 2017, as reported in the Issuers Form 10-Q
filed with the Securities and Exchange Commission on May 9, 2017.
The Investment Vehicles have delegated to Scopia Capital sole voting and
investment power over the securities held by the Investment Vehicles pursuant to their respective Investment Management Agreements with Scopia Capital. As a result, each of Scopia Capital, Scopia Management, as the general partner of Scopia Capital,
and Messrs. Sirovich and Mindich, as Managing Directors of Scopia Management, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Investment Vehicles. The Investment Vehicles specifically
disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with Scopia Capital.
