Page 21 of 22 – SEC Filing The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On September 16, 2016, Starboard V&O Fund delivered the Special Meeting Request Form and accompanying WHITE request cards from the holders of shares of Common Stock of the Issuer entitled to cast not less than 10% of the votes at a special meeting of shareholders in accordance with the Issuer’s Amended and Restated Bylaws requesting that the special meeting of shareholders (the “Special Meeting”) be called for November 15, 2016 at 10:00 a.m., local time. On September 19, 2016, Starboard Value LP (together with its affiliates, “Starboard”) delivered a letter to the Issuer’s shareholders, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing that it has delivered to the Issuer more than the required consents to call the Special Meeting and has set November 15, 2016 as the date for the Special Meeting. In the letter, Starboard reiterated its steadfast belief that a new Board of Directors is required to represent the best interests of shareholders given a series of shareholder-unfriendly actions by the Issuer’s current Board of Directors (the “Board”) over the past two years. Starboard also stated that based on recent press reports, it appears that the Issuer may have hired bankers to explore a sale of the Issuer and that as previously publicly outlined by Starboard, it believes the Issuer would be extremely attractive to numerous potential acquirers, and while there exists an opportunity to significantly improve operations at the Issuer, an outright sale may be the best option for unlocking shareholder value. Starboard further stated in the letter that it remains extremely concerned that any potential sale process may not be undertaken with genuine intent, and therefore believes it is necessary for directors proposed by Starboard to be involved in any sale process at the Board level to ensure that the Board is representing the best interests of shareholders and that value is maximized. In addition, Starboard outlined a continuity plan in the letter for expanding the Board to eleven members to add back up to three incumbent directors in addition to Starboard’s two highly qualified advisors if it is successful in replacing the Board at the Special Meeting. On September 19, 2016, the Issuer informed Starboard that in accordance with Starboard’s Special Meeting Request Form and accompanying WHITE request cards, the Special Meeting will be held on November 15, 2016 at 10:00 a.m., local time, and that the record date for the Special Meeting is the close of business on September 27, 2016. Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibit:
99.1 Letter to the Issuer’s Shareholders, dated September 19, 2016.
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 16, 2016, Starboard V&O Fund delivered the Special Meeting Request Form and accompanying WHITE request cards from the holders of shares of Common Stock of the Issuer entitled to cast not less than 10% of the votes at a special meeting of shareholders in accordance with the Issuer’s Amended and Restated Bylaws requesting that the special meeting of shareholders (the “Special Meeting”) be called for November 15, 2016 at 10:00 a.m., local time.
On September 19, 2016, Starboard Value LP (together with its affiliates, “Starboard”) delivered a letter to the Issuer’s shareholders, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing that it has delivered to the Issuer more than the required consents to call the Special Meeting and has set November 15, 2016 as the date for the Special Meeting. In the letter, Starboard reiterated its steadfast belief that a new Board of Directors is required to represent the best interests of shareholders given a series of shareholder-unfriendly actions by the Issuer’s current Board of Directors (the “Board”) over the past two years. Starboard also stated that based on recent press reports, it appears that the Issuer may have hired bankers to explore a sale of the Issuer and that as previously publicly outlined by Starboard, it believes the Issuer would be extremely attractive to numerous potential acquirers, and while there exists an opportunity to significantly improve operations at the Issuer, an outright sale may be the best option for unlocking shareholder value. Starboard further stated in the letter that it remains extremely concerned that any potential sale process may not be undertaken with genuine intent, and therefore believes it is necessary for directors proposed by Starboard to be involved in any sale process at the Board level to ensure that the Board is representing the best interests of shareholders and that value is maximized. In addition, Starboard outlined a continuity plan in the letter for expanding the Board to eleven members to add back up to three incumbent directors in addition to Starboard’s two highly qualified advisors if it is successful in replacing the Board at the Special Meeting.
On September 19, 2016, the Issuer informed Starboard that in accordance with Starboard’s Special Meeting Request Form and accompanying WHITE request cards, the Special Meeting will be held on November 15, 2016 at 10:00 a.m., local time, and that the record date for the Special Meeting is the close of business on September 27, 2016.
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended to add the following exhibit: |
| | 99.1 | Letter to the Issuer’s Shareholders, dated September 19, 2016. |
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