Page 12 of 17 – SEC Filing On May 1, 2015, the Issuer issued a press
release announcing the Settlement Agreement and related matters. A copy of the letter is attached as Exhibit H and incorporated
herein by reference.
On March 4, 2016, (i) the Issuer, (ii) Stadium,
(iii) Mr. DeMarco and (iv) Mr. Donatiello entered into an Amendment to Settlement Agreement (the “Amendment”), which
extended and modified portions of the Settlement Agreement.
Under the terms of the Amendment, the parties
agreed to extend the Standstill Period until the earlier of (i) 10 days prior to the deadline for submission of stockholder nominees
for the 2017 Annual Meeting or (ii) 100 days prior to the first anniversary of the 2016 Annual Meeting.
Stadium also agreed to vote all of its shares
at the 2016 Annual Meeting in favor of (i) the re-election to the Board of any individual who is a director of the Issuer as of
the date of the Amendment, subject, in each case, to the nomination of such director by the Board; (ii) a proposal by the Board
to amend the Issuer’s charter to eliminate the classification of the Board on a phased-in basis and provide for the annual
election of directors beginning in 2016; (iii) a proposal by the Board to amend the Issuer’s charter and bylaws to eliminate
any provisions that require the affirmative vote of at least 80% of all of the Issuer’s then-outstanding shares of common
stock; (iv) the “say-on-pay” vote regarding the compensation paid to the Issuer’s named executive officers; and
(v) the ratification of the appointment of Deloitte & Touche LLP to serve as the Issuer’s independent auditors for fiscal
year 2016.
Under the terms of the Amendment, the parties
also agreed to increase the size of the Value Creation Committee from three members to four, and to add Steven G. Miller as the
fourth member of the Value Creation Committee. The Value Creation Committee will dissolve automatically at the end of the Standstill
Period unless extended by the Board.
The foregoing summary of the Amendment is
not complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the
Amendment, which is attached as Exhibit I and is incorporated herein by reference.
Except as set forth in this statement, the
Filers do not presently have any additional plans or proposals that relate to or would result in any of the transactions, events
or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The beneficial ownership of the Stock by each
Filer at the date hereof is reflected on that Filer’s cover page. The percentage on the cover pages relating to beneficial
ownership of the Stock is based on 22,024,360 shares of Stock outstanding as of July 27, 2016, as reported in the Form 10-Q for
the quarterly period ended July 3, 2016, of the Issuer.
Except as set forth in Schedule A, none of
the Filers has effected any transactions in the Stock in the last 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
SCM is the investment adviser of its clients
pursuant to investment management agreements or limited partnership agreements providing to SCM the authority, among other things,
to invest the funds of such clients in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such
clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled to
Page 12 of 17
On May 1, 2015, the Issuer issued a press
release announcing the Settlement Agreement and related matters. A copy of the letter is attached as Exhibit H and incorporated
herein by reference.
On March 4, 2016, (i) the Issuer, (ii) Stadium,
(iii) Mr. DeMarco and (iv) Mr. Donatiello entered into an Amendment to Settlement Agreement (the “Amendment”), which
extended and modified portions of the Settlement Agreement.
Under the terms of the Amendment, the parties
agreed to extend the Standstill Period until the earlier of (i) 10 days prior to the deadline for submission of stockholder nominees
for the 2017 Annual Meeting or (ii) 100 days prior to the first anniversary of the 2016 Annual Meeting.
Stadium also agreed to vote all of its shares
at the 2016 Annual Meeting in favor of (i) the re-election to the Board of any individual who is a director of the Issuer as of
the date of the Amendment, subject, in each case, to the nomination of such director by the Board; (ii) a proposal by the Board
to amend the Issuer’s charter to eliminate the classification of the Board on a phased-in basis and provide for the annual
election of directors beginning in 2016; (iii) a proposal by the Board to amend the Issuer’s charter and bylaws to eliminate
any provisions that require the affirmative vote of at least 80% of all of the Issuer’s then-outstanding shares of common
stock; (iv) the “say-on-pay” vote regarding the compensation paid to the Issuer’s named executive officers; and
(v) the ratification of the appointment of Deloitte & Touche LLP to serve as the Issuer’s independent auditors for fiscal
year 2016.
Under the terms of the Amendment, the parties
also agreed to increase the size of the Value Creation Committee from three members to four, and to add Steven G. Miller as the
fourth member of the Value Creation Committee. The Value Creation Committee will dissolve automatically at the end of the Standstill
Period unless extended by the Board.
The foregoing summary of the Amendment is
not complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the
Amendment, which is attached as Exhibit I and is incorporated herein by reference.
Except as set forth in this statement, the
Filers do not presently have any additional plans or proposals that relate to or would result in any of the transactions, events
or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The beneficial ownership of the Stock by each
Filer at the date hereof is reflected on that Filer’s cover page. The percentage on the cover pages relating to beneficial
ownership of the Stock is based on 22,024,360 shares of Stock outstanding as of July 27, 2016, as reported in the Form 10-Q for
the quarterly period ended July 3, 2016, of the Issuer.
Except as set forth in Schedule A, none of
the Filers has effected any transactions in the Stock in the last 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
SCM is the investment adviser of its clients
pursuant to investment management agreements or limited partnership agreements providing to SCM the authority, among other things,
to invest the funds of such clients in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such
clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled to
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