Page 5 of 9 – SEC Filing
| CUSIP No. 82988R203 | SCHEDULE 13D | Page 5 of 9 |
| Item 3. | Source and Amount of Funds or Other Consideration. |
No material change.
| Item 4. | Purpose of Transaction. |
This Item 4 is hereby amended to add the paragraphs
at the end hereof:
On April 12, 2017, the Reporting Persons
filed a preliminary consent solicitation statement (the “Consent Solicitation”) on Form PREC14A with the Securities
and Exchange Commission in connection with the solicitation of written consents from the stockholders of the Issuer for approval
of the actions contemplated by each of the four proposals described in the Consent Solicitation (together, the “Proposals”).
| · | Proposal 1 seeks to repeal the purported amendment and restatement on March 23, 2017 by the Issuer’s Board of Directors (“Board”) of the Bylaws of the Issuer to return the Bylaws to the form that was in effect immediately prior to such amendment and restatement, as reflected in Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission dated May 11, 2016, other than to include a provision that permits any vacancy on the Board occurring between annual meetings of the stockholders or of special meetings of stockholders called for the election of directors, resulting from the removal of one or more directors, for cause or without cause, or from newly created directorships, to be filled by the vote of the holders of a majority of the shares of each class or series of voting stock, present in person or by proxy, or acting by written consent in lieu of a meeting, then entitled to vote at an election of directors. | |
| · | Proposal 2 seeks to set the size of the Board at six (6) directors. | |
| · | Proposal 3 seeks to remove the following current members of the Board: Betsy Bernard, Richard O’Connell, Jonathan E. Sandelman and Joseph Beatty (and any other person or persons elected, appointed or designated by the Board, or any committee thereof, to fill any vacancy or newly created directorship from April 12, 2017 until the time that the actions proposed to be taken by the Consent Solicitation become effective), other than those directors elected by the Consent Solicitation and Mr. Brent Rosenthal. | |
| · | Proposal 4 seeks to elect each of Michael Durden, Itzhak Fisher, Thomas J. Pallack, Matthew Stecker and Thomas Thekkethala (the “Nominees”) to serve as a director of the Issuer, or if any Nominee becomes unable or unwilling to serve as a director of the Issuer or if the size of the Board is increased, in either case prior to the effectiveness of this Proposal, any other person who is not a director, officer, employee or affiliate of the Reporting Persons, who shall be designated as a Nominee by Mr. Baksa), to fill the vacancies on the Board resulting from the increase in the size of the Board pursuant to Proposal 2 and the removal of certain directors pursuant to Proposal 3, each to serve, if elected, until the Issuer’s annual meeting of stockholders in 2018. |
Also, on April 12, 2017, Mr. Baksa
transmitted a letter to the Issuer in which he requested that the Board of the Issuer fix a record date with respect to the
written consent of the Proposals. Notwithstanding such request, Mr. Baksa reserved his right under Section 213(b) of the
Delaware General Corporate Law to proceed on the understanding that the record date with respect to the written consent for
the Proposals will be the first date on which a signed written consent by a stockholder of the Issuer approving the Proposals
is delivered to the Issuer.
