Page 8 of 10 – SEC Filing
The following constitutes Amendment No. 23 to the Schedule 13D filed by the undersigned (“Amendment No. 23”). This Amendment No. 23 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add Steel Partners, Ltd. as a Reporting Person.
Steel Partners, Ltd. (“SPL”) is a Delaware corporation with a principal business address of 590 Madison Avenue, 32nd Floor, New York, New York 10022. Warren G. Lichtenstein is the Chief Executive Officer and sole director of SPL; accordingly, for purposes of this statement, Mr. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL. SPL is a holding company. During the last five years SPL has not: (i) been convicted in a criminal proceeding, or (ii) 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.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 4,180,997 Shares owned directly by SPHG Holdings is approximately $47,519,535, including brokerage commissions. The Shares owned directly by SPHG Holdings were acquired with funds of an affiliated entity that initially purchased the Shares prior to being contributed to SPHG Holdings.
Warren G. Lichtenstein owns directly 65,742 Shares, all of which were awarded to him in his capacity as a director of the Issuer.
The aggregate purchase price of the 60,546 Shares owned directly by SPL is approximately $1,081,073, including brokerage commissions. The Shares owned directly by SPL were acquired with the working capital of SPL.
Set forth on Schedule B annexed to Amendment No. 21 to the Schedule 13D (“Schedule B”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Schedule A annexed to Amendment No. 21 to the Schedule 13D (“Schedule A”).
SPHG Holdings effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) 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 74.8 million Shares outstanding, which is the total number of Shares outstanding as of February 21, 2017 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on March 1, 2017.
As of the close of business on the date hereof, SPHG Holdings owned directly 4,180,997 Shares, constituting approximately 5.59% of the Shares outstanding. By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.
As of the close of business on the date hereof, SPL owned directly 60,546 Shares, constituting less than 1% of the Shares outstanding. By virtue of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL
As of the close of business on the date hereof, Warren G. Lichtenstein beneficially owned 65,742 Shares, constituting less than 1% of the Shares outstanding. An additional 465,931 Shares are held by a “rabbi trust,” the receipt of which has been deferred by Mr. Lichtenstein pursuant to the Issuer’s Deferred Compensation Plan for Nonemployee Directors. Such 465,931 Shares are not deemed to be beneficially owned by Mr. Lichtenstein.
