Page 6 of 9 – SEC Filing EXPLANATORY NOTE
This Amendment No. 11 to Schedule 13D (the Amendment) is
being filed with respect to the beneficial ownership of Voce Capital Management
LLC, Voce Capital LLC and J. Daniel Plants (the Reporting Persons). This
Amendment supplements the Schedule 13D as previously filed on July 7, 2015 (as
amended, the Schedule 13D). Each Item below amends and supplements the
information disclosed under the corresponding Item of Schedule 13D. Unless
otherwise indicated herein, capitalized terms used but not defined in this
Amendment shall have the same meaning herein as are ascribed to such terms in
Schedule 13D.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and restated in its entirety as
follows:
The Reporting Persons acquired the shares of Common Stock for
investment purposes because they believed that the shares, when purchased, were
undervalued and represented an attractive investment opportunity. The Reporting
Persons believe that the Issuer can create significant value for its
shareholders through enhancements to its capital allocation policies,
optimization of its capital structure and improvements to its corporate
governance, among other opportunities.
On March 18, 2016, Voce Catalyst Partners LP (Voce
Catalyst) 1, a Delaware limited partnership and record holder of one
hundred shares of Common Stock, delivered a Shareholder Nomination Letter (the
Letter) to the Issuer, notifying the Issuer of its intent to nominate three
persons for election to the Issuers board of directors at the Issuers 2016
annual meeting of shareholders. The full text of the Letter is attached hereto
as Exhibit 2 and is incorporated herein by reference in its entirety.
A
copy of the press release issued on March 21, 2016 relating to the nominations
is attached hereto as Exhibit 3 and incorporated herein by reference in
its entirety.
On April 5, 2016, Voce Capital Management issued a press
release along with presentation materials regarding the Issuer. A copy of the
press release and the accompanying presentation are attached hereto as
Exhibits 4 and 5 and are incorporated herein by reference in their
entirety.
On April 18, 2016 Voce Capital Management issued a press
release regarding the Issuer. A copy of the press release is attached hereto as
Exhibit 6 and is incorporated herein by reference in its entirety.
On May 2, 2016 Voce Capital Management filed a preliminary
proxy on Schedule 14A in connection with the Issuers upcoming annual meeting of
stockholders, soliciting proxies to vote (i) to elect its three independent
director nominees; (ii) against the Issuers non-binding advisory vote on named
executive officer compensation; and (iii) to ratify the appointment of BDO USA,
LLP as the Issuers independent registered public accounting firm for the fiscal
year ending December 31, 2016. The preliminary proxy is attached hereto as
Exhibit 7 and is incorporated herein by reference in its entirety. A copy
of the press release issued on May 3, 2016 relating to the preliminary proxy is
also attached hereto as Exhibit 8 and is incorporated herein by reference
in its entirety.
On May 6, 2016, Voce Capital Management filed an amendment to
the preliminary proxy on Schedule 14A. Amendment 1 to the preliminary proxy is
attached hereto as Exhibit 9 and is incorporated herein by reference in
its entirety.
On May 9, 2016, Voce Capital Management filed a definitive
proxy statement on Schedule 14A. The definitive proxy is attached hereto as
Exhibit 10 and is incorporated herein by reference in its entirety.
On May 16, 2016 Voce Capital Management issued a press release
regarding the Issuer and distributed a letter targeting shareholders of the
Issuer. The press release and letter are attached hereto as Exhibits 11
and 12, respectively, and are incorporated herein by reference in their
entirety.
On May 23, 2016 Voce Capital Management presented the materials
attached hereto as Exhibit 13 to Institutional Shareholder Services. The
presentation materials are incorporated herein by reference in their entirety.
On May 24, 2016 Voce Capital Management issued a press release
regarding the Issuer. A copy of the press release is attached hereto as
Exhibit 14 and is incorporated herein by reference in its entirety.
On May 27, 2016, Voce Capital Management distributed the
presentation materials attached hereto as Exhibit 15, which are
incorporated herein by reference in their entirety.
On June 2, 2016 Voce Capital Management issued a press release
regarding the Issuer. A copy of the press release is attached hereto as
Exhibit 16 and is incorporated herein by reference in its entirety.
_____________________________________
1 Voce
Capital is the General Partner of Voce Catalyst.
EXPLANATORY NOTE
This Amendment No. 11 to Schedule 13D (the Amendment) is
being filed with respect to the beneficial ownership of Voce Capital Management
LLC, Voce Capital LLC and J. Daniel Plants (the Reporting Persons). This
Amendment supplements the Schedule 13D as previously filed on July 7, 2015 (as
amended, the Schedule 13D). Each Item below amends and supplements the
information disclosed under the corresponding Item of Schedule 13D. Unless
otherwise indicated herein, capitalized terms used but not defined in this
Amendment shall have the same meaning herein as are ascribed to such terms in
Schedule 13D.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and restated in its entirety as
follows:
The Reporting Persons acquired the shares of Common Stock for
investment purposes because they believed that the shares, when purchased, were
undervalued and represented an attractive investment opportunity. The Reporting
Persons believe that the Issuer can create significant value for its
shareholders through enhancements to its capital allocation policies,
optimization of its capital structure and improvements to its corporate
governance, among other opportunities.
On March 18, 2016, Voce Catalyst Partners LP (Voce
Catalyst) 1, a Delaware limited partnership and record holder of one
hundred shares of Common Stock, delivered a Shareholder Nomination Letter (the
Letter) to the Issuer, notifying the Issuer of its intent to nominate three
persons for election to the Issuers board of directors at the Issuers 2016
annual meeting of shareholders. The full text of the Letter is attached hereto
as Exhibit 2 and is incorporated herein by reference in its entirety.
A
copy of the press release issued on March 21, 2016 relating to the nominations
is attached hereto as Exhibit 3 and incorporated herein by reference in
its entirety.
On April 5, 2016, Voce Capital Management issued a press
release along with presentation materials regarding the Issuer. A copy of the
press release and the accompanying presentation are attached hereto as
Exhibits 4 and 5 and are incorporated herein by reference in their
entirety.
On April 18, 2016 Voce Capital Management issued a press
release regarding the Issuer. A copy of the press release is attached hereto as
Exhibit 6 and is incorporated herein by reference in its entirety.
On May 2, 2016 Voce Capital Management filed a preliminary
proxy on Schedule 14A in connection with the Issuers upcoming annual meeting of
stockholders, soliciting proxies to vote (i) to elect its three independent
director nominees; (ii) against the Issuers non-binding advisory vote on named
executive officer compensation; and (iii) to ratify the appointment of BDO USA,
LLP as the Issuers independent registered public accounting firm for the fiscal
year ending December 31, 2016. The preliminary proxy is attached hereto as
Exhibit 7 and is incorporated herein by reference in its entirety. A copy
of the press release issued on May 3, 2016 relating to the preliminary proxy is
also attached hereto as Exhibit 8 and is incorporated herein by reference
in its entirety.
On May 6, 2016, Voce Capital Management filed an amendment to
the preliminary proxy on Schedule 14A. Amendment 1 to the preliminary proxy is
attached hereto as Exhibit 9 and is incorporated herein by reference in
its entirety.
On May 9, 2016, Voce Capital Management filed a definitive
proxy statement on Schedule 14A. The definitive proxy is attached hereto as
Exhibit 10 and is incorporated herein by reference in its entirety.
On May 16, 2016 Voce Capital Management issued a press release
regarding the Issuer and distributed a letter targeting shareholders of the
Issuer. The press release and letter are attached hereto as Exhibits 11
and 12, respectively, and are incorporated herein by reference in their
entirety.
On May 23, 2016 Voce Capital Management presented the materials
attached hereto as Exhibit 13 to Institutional Shareholder Services. The
presentation materials are incorporated herein by reference in their entirety.
On May 24, 2016 Voce Capital Management issued a press release
regarding the Issuer. A copy of the press release is attached hereto as
Exhibit 14 and is incorporated herein by reference in its entirety.
On May 27, 2016, Voce Capital Management distributed the
presentation materials attached hereto as Exhibit 15, which are
incorporated herein by reference in their entirety.
On June 2, 2016 Voce Capital Management issued a press release
regarding the Issuer. A copy of the press release is attached hereto as
Exhibit 16 and is incorporated herein by reference in its entirety.
_____________________________________
1 Voce
Capital is the General Partner of Voce Catalyst.
