Page 11 of 13 – SEC Filing
| CUSIP No. 87969B200 | 13D/A | Page 11 of 13 pages |
ITEM 4. PURPOSE OF TRANSACTION.
Item 4. “Purpose of Transaction.”
appearing in the Wynnefield Schedule 13D is supplemented by adding the following statement from Wynnefield Capital to the end of
such item:
On
March 21, 2018, William H. Alderman was appointed, effective March 21, 2018, to serve as a member of the Issuer’s Board
of Directors. Under the Issuer’s Articles of Incorporation, as amended and restated to date (the
“Charter”), the holders of Preferred Stock are entitled to elect two
members to the Issuer’s Board of Directors, designated as “Class D
Directors.” On March 9, 2018, one of the two Class D Directors, Seth Hamot, notified the Issuer of his
resignation as a Class D Director. On March 21, 2018, the remaining Class D Director, Andrew
R. Siegel, exercised his appointive power under the Charter to fill the vacancy caused by Mr. Hamot’s resignation.
Accordingly, Mr. Siegel and Mr. Alderman currently serve as the two Class D Directors and each will hold office until the
next annual meeting of stockholders and until his successor is elected and qualified. Previously, on March 7, 2018,
Wynnefield Partners Small Cap Value, L.P. notified the Issuer of its intention to propose the nomination of Mr. Alderman to
serve as a Class D Director at the upcoming 2018 annual meeting of the Issuer’s stockholders in accordance with the
advance notice requirements set forth in the Issuer’s Bylaws. If no other notices of potential nominations for Class D
Directors are timely received by the Issuer in accordance with the requirements of its Bylaws, Wynnefield Partners Small Cap
Value, L.P. may choose not to propose the nomination of Mr. Alderman at the 2018 annual meeting.
As of the date
of this Amendment and other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans,
proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of
Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review critically their investment in the Issuer on a
continuing basis, and to the extent permitted by law, may seek to engage in discussions with other shareholders and/or with
management and the Issuer’s Board of Directors concerning the business, operations or future plans of the
Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels
of the shares of the Preferred Stock or the Issuer’s other securities, conditions in the securities markets and general
economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Preferred
Stock or the Issuer’s other securities, selling shares of Preferred Stock or the Issuer’s other securities,
engaging in short selling of or any hedging or similar transaction with respect to the Preferred Stock or the Issuer’s
other securities, and taking any other action with respect to the Issuer, the Preferred Stock or any of its other securities
in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a)
through (j) of Item 4 including, without limitation, nominating individuals to serve as members of the Issuer’s Board
of Directors.
| (Page 11 of 13 pages) |
