Page 7 of 9 – SEC Filing
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be,
as follows:
As disclosed in Amendment No. 4 to this Schedule 13D, on December 9, 2015, the Reporting Persons entered into a Cooperation
Agreement (the Cooperation Agreement) with the Issuer pursuant to which, among other things, the Reporting Persons obtained representation on the Board of Directors of the Issuer. Under the Cooperation Agreement, the Reporting Persons
agreed to certain standstill restrictions, including a limitation on beneficial ownership of securities of the Issuer. On November 1, 2017, the Cooperation Agreement was amended (the First Amendment to Cooperation Agreement) to
increase this limitation on beneficial ownership from 12.5% to 15.0% of the shares of Common Stock outstanding. In addition, pursuant to the First Amendment to Cooperation Agreement, the Coppersmith Entities (as defined in the First Amendment to
Cooperation Agreement) and Craig Rosenblum were removed as parties to the Cooperation Agreement as the Coppersmith Entities were previously dissolved.
The foregoing description of the First Amendment to Cooperation Agreement is qualified in its entirety by reference to the full text of such amendment, which
is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
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 with directors and officers of the Issuer, 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 or previously disclosed in the Schedule 13D, 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 |
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
(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 38,700,680 shares of Common Stock outstanding as of June 30, 2017, as reported in the Issuers Form 10-Q filed with the SEC on August 3, 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.
(c)
There have been no transactions in shares of Common Stock during the 60 days prior to the date hereof by any of the Reporting Persons.
