Page 5 of 13 – SEC Filing Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares for investment purposes in the course of the Reporting Persons’ investing activities, and will review their investment in the Issuer on a regular basis. On Thursday, April 7, 2016, the Reporting Persons sent an open letter, published on the internet, and attached hereto as Exhibit B, stating how they intend to vote with respect to certain items in the Issuer’s 2016 Definitive Proxy Statement. Specifically, the Reporting Persons intend to vote (i) against the re-election of all 7 directors; (ii) against the ratification of the appointment of Grant Thornton as auditor; (iii) against the approval of executive compensation; (iv) for the hiring of an independent advisor to evaluate ways to maximize shareholder value; and (v) against the issuance of additional shares. As described in the open letter, with respect to the Issuer’s proposal to authorize the issuance of additional shares, the Reporting Persons believe this issuance, if fully exercised, could dilute existing Issuer shareholders to the tune of more than 23%. Accordingly, the Reporting Persons believe that this proposal is destructive to the interests of the Issuer’s shareholders and they plan on voting no to Item 5. The Reporting Persons intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure, management’s performance and prospects of the Issuer. In addition, the Reporting Persons reserve the right to, without limitation, acquire additional Shares, dispose of all or some of the Shares they currently hold from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. Further, the Reporting Persons reserve the right to revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, and subsequent developments affecting the Issuer. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth above, relate to, or would result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, Wintergreen Advisers may be deemed to be the beneficial owner of 1,543,075 Shares (26.1%) of the Issuer, and Wintergreen Fund may be deemed to be the beneficial owner of 1,232,334 Shares (20.9%) of the Issuer, each based upon the 5,944,412 shares outstanding as of the latest practicable date, as represented by the Issuer in its Form 10-K for the fiscal year ended December 31, 2015. Wintergreen Advisers has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,543,075 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,543,075 Shares. Wintergreen Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,232,334 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,232,334 Shares. The trading date, number of Shares purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit C.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. Item 7. Material to be Filed as Exhibits.
Exhibit A Joint Filing Statement Exhibit B Open Letter Regarding the Issuer’s 2016 Definitive Proxy Statement Exhibit C Transactions in the Shares by Entities Advised by Wintergreen Advisors
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| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired the Shares for investment purposes in the course of the Reporting Persons’ investing activities, and will review their investment in the Issuer on a regular basis. On Thursday, April 7, 2016, the Reporting Persons sent an open letter, published on the internet, and attached hereto as Exhibit B, stating how they intend to vote with respect to certain items in the Issuer’s 2016 Definitive Proxy Statement. Specifically, the Reporting Persons intend to vote (i) against the re-election of all 7 directors; (ii) against the ratification of the appointment of Grant Thornton as auditor; (iii) against the approval of executive compensation; (iv) for the hiring of an independent advisor to evaluate ways to maximize shareholder value; and (v) against the issuance of additional shares. As described in the open letter, with respect to the Issuer’s proposal to authorize the issuance of additional shares, the Reporting Persons believe this issuance, if fully exercised, could dilute existing Issuer shareholders to the tune of more than 23%. Accordingly, the Reporting Persons believe that this proposal is destructive to the interests of the Issuer’s shareholders and they plan on voting no to Item 5.
The Reporting Persons intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure, management’s performance and prospects of the Issuer. In addition, the Reporting Persons reserve the right to, without limitation, acquire additional Shares, dispose of all or some of the Shares they currently hold from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. Further, the Reporting Persons reserve the right to revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, and subsequent developments affecting the Issuer.
The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth above, relate to, or would result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a-e) As of the date hereof, Wintergreen Advisers may be deemed to be the beneficial owner of 1,543,075 Shares (26.1%) of the Issuer, and Wintergreen Fund may be deemed to be the beneficial owner of 1,232,334 Shares (20.9%) of the Issuer, each based upon the 5,944,412 shares outstanding as of the latest practicable date, as represented by the Issuer in its Form 10-K for the fiscal year ended December 31, 2015.
Wintergreen Advisers has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,543,075 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,543,075 Shares.
Wintergreen Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,232,334 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,232,334 Shares.
The trading date, number of Shares purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit C.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit A | Joint Filing Statement | |
| Exhibit B | Open Letter Regarding the Issuer’s 2016 Definitive Proxy Statement | |
| Exhibit C | Transactions in the Shares by Entities Advised by Wintergreen Advisors |
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