Page 9 of 12 – SEC Filing The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein. Item 2. Identity and Background.
Item 2 is hereby amended to add the following: On May 27, 2016, Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub, Allan J. Young and Richard N. Burger entered into a Settlement Agreement with the Issuer (the “Settlement Agreement”) in connection with matters relating to the composition of the Board of Directors of the Issuer (the “Board”) and the 2016 annual meeting of stockholders of the Issuer (the “2016 Annual Meeting”). Additionally, on May 27, 2016, the Reporting Persons terminated the Joint Filing and Solicitation Agreement, dated February 25, 2016. Accordingly, Richard N. Burger and Robert L. Lerner are no longer members of a Section 13(d) group with each other or with Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub and Allan J. Young. Richard N. Burger and Robert L. Lerner shall cease to be Reporting Persons immediately after the filing of this Amendment No. 11. Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub and Allan J. Young will continue to file statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On May 27, 2016, Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub, Allan J. Young and Richard N. Burger entered into the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, the Board agreed to nominate Richard N. Burger and Michael Sheehan for election as Class III directors at the 2016 Annual Meeting. The Board also agreed to nominate Gary A. Masse for re-election as a Class III director at the 2016 Annual Meeting. Brian P. Anderson and Reuben S. Donnelley will not stand for re-election at the 2016 Annual Meeting. Raging Capital, Raging Master and Messrs. Martin, Traub, Young and Burger also agreed to customary standstill restrictions during the standstill period beginning on the date of the Settlement Agreement and ending on the date that is one day after the 2018 annual meeting of stockholders of the Issuer. The foregoing description of the terms and conditions of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated to read as follows:
The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
On May 27, 2016, Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub, Allan J. Young and Richard N. Burger entered into a Settlement Agreement with the Issuer (the “Settlement Agreement”) in connection with matters relating to the composition of the Board of Directors of the Issuer (the “Board”) and the 2016 annual meeting of stockholders of the Issuer (the “2016 Annual Meeting”). Additionally, on May 27, 2016, the Reporting Persons terminated the Joint Filing and Solicitation Agreement, dated February 25, 2016. Accordingly, Richard N. Burger and Robert L. Lerner are no longer members of a Section 13(d) group with each other or with Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub and Allan J. Young. Richard N. Burger and Robert L. Lerner shall cease to be Reporting Persons immediately after the filing of this Amendment No. 11. Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub and Allan J. Young will continue to file statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 27, 2016, Raging Capital, Raging Master, William C. Martin, Kenneth H. Traub, Allan J. Young and Richard N. Burger entered into the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, the Board agreed to nominate Richard N. Burger and Michael Sheehan for election as Class III directors at the 2016 Annual Meeting. The Board also agreed to nominate Gary A. Masse for re-election as a Class III director at the 2016 Annual Meeting. Brian P. Anderson and Reuben S. Donnelley will not stand for re-election at the 2016 Annual Meeting.
Raging Capital, Raging Master and Messrs. Martin, Traub, Young and Burger also agreed to customary standstill restrictions during the standstill period beginning on the date of the Settlement Agreement and ending on the date that is one day after the 2018 annual meeting of stockholders of the Issuer.
The foregoing description of the terms and conditions of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
| | Items 5(a)-(c) are hereby amended and restated to read as follows: |
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