Page 8 of 12 – SEC Filing
The following constitutes the Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,089,296 Shares beneficially owned by Series One is approximately $5,461,116, excluding brokerage commissions.
The Shares purchased by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 670,281 Shares beneficially owned by VSO II is approximately $3,358,944, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
Reference is made to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2016.
On April 18, 2016, in connection with the determination by the Issuer’s Board of Directors (the “Board”) that the Reporting Persons (collectively “VIEX”) will not be deemed an Acquiring Person within the meaning of the Issuer’s Tax Benefits Preservation Plan (the “Plan”), VIEX delivered a letter to the Issuer agreeing not to purchase any additional Shares of the Issuer while the Plan is in effect, absent the prior written consent of the Board (the “Standstill Provision”).
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 25,907,070 Shares outstanding, which is the total number of Shares outstanding as of February 1, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 4, 2016.
| A. | Series One |
| | (a) | As of the close of business on April 20, 2016, Series One beneficially owned 1,089,296 Shares. |
Percentage: Approximately 4.2%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 1,089,296 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 1,089,296 |
| | (c) | The transactions in the Shares by Series One since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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