Page 6 of 10 – SEC Filing
The following constitutes
the Amendment No.1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amend
the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended
and restated as follows:
The 2,121,802 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 2,121,802 Shares beneficially owned by Series One is approximately
$6,990,652, including brokerage commissions. The aggregate purchase price of the call options currently exercisable into 693,500,
Shares beneficially owned by Series One, as further described in Item 6 below, is approximately $1,206,990, including brokerage
commissions.
VIEX Capital has purchased
895,027 Shares on behalf of a managed account with working capital in open market purchases. The aggregate purchase price of such
895,027 Shares is approximately $3,576,927, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is amended
to add the following:
The Reporting Persons
reiterate their belief that significant value exists in the Shares based on its strong global position in its industrial, power
and renewable businesses. However, in order for value to be realized in light of recent execution issues in the Issuer’s
renewable segment and the decline in the Issuer’s share price, the Reporting Persons believe the Board must take immediate
action to monetize assets and make aggressive cost reductions, including corporate overhead, to enhance liquidity. The Reporting
Persons expect the Board to act most expeditiously on these fronts. To the extent the Board does not present a credible plan on
cost reductions and asset divestitures on the Issuer’s Q3 earnings call in November 2017, the Reporting Persons may seek
to reconstitute the Board at the Issuer’s 2018 annual meeting of stockholders.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is amended
and restated as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 44,045,568 Shares outstanding, which reflects 48,880,390 shares
of common stock outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 9, 2017, less 4,834,822 shares repurchased by the Issuer as reported by the Issuer
in its Current Report on Form 8-K filed on August 15, 2017.
| A. | Series One |
| (a) | As of the close of business on October 26, 2017, Series One beneficially owned directly 2,815,302 Shares, including 693,500 Shares underlying call options currently exercisable. |
Percentage: Approximately
6.4%
| 6 |
