Page 7 of 11 – SEC Filing
The Reporting Persons have engaged, and
intend to continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management regarding means to create stockholder value.
On November 3, 2017, Vintage
Capital submitted a letter to the Board containing a non-binding proposal to acquire the Issuer for $13.00 in cash per share
of Common Stock. The letter is attached as Exhibit 2 and is incorporated by reference.
| Item 5. | Interest in Securities of the Issuer. |
(a)
and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are
incorporated by reference. As of 4:00 p.m., Eastern time, on November 2, 2017, the Reporting Persons beneficially owned
3,186,042 shares of Common Stock, representing approximately 5.9% of the outstanding shares of Common Stock. The
percentage in this paragraph relating to beneficial ownership of Common Stock is based on 53,311,807 shares of Common Stock
outstanding as of October 23, 2017, as reported in the Form 10-Q for the quarterly period ended September 30, 2017, of the
Issuer.
Kahn Capital, as a member and the majority
owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially
owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial
ownership of such shares for all other purposes.
Mr. Kahn, as the manager of each of Vintage
Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially
owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership
of such shares for all other purposes.
To the knowledge of each of the Reporting
Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.
(c) Except
as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the last 60 days.
(d) No
other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Except for the joint filing agreement between
and among the Reporting Persons attached as Exhibit 1 and other than as described in this Statement, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons
or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Vintage Capital sold
short American-style put options referencing an aggregate of 3,201,600 shares of Common Stock at the prices and with
the expirations listed on Schedule A. The Reporting Persons do not have any control over the exercise of the put options and,
as such, are not deemed to beneficially own the 3,201,600 share of Common Stock underlying the put options.
Page 7 of 11
