Page 16 of 20 – SEC Filing Pursuant to the terms of the Settlement Agreement, until approximately the beginning of the period during which stockholders may submit to the Issuer candidates for election to the Board at the 2017 Annual Meeting of Stockholders (the “Standstill Period”), the Engaged Parties (and their affiliates and associates) agreed, among other things: (i) not to solicit, encourage or engage in any solicitation related to the Issuer’s securities; (ii) not to join any other 13(d)(3) “group” related to the Shares; (iii) not to call a special stockholders’ meeting; (iv) nominate any person for election or seek representation on the Board; (v) not to seek or encourage any person to participate in any contested election of directors or stockholder proposed removal of directors; (vi) not to engage in, or become a participant of, any solicitation related to the Issuer’s securities; and (vii) not to make any proposals for consideration by stockholders or make recommendations for any extraordinary transactions or corporate actions. On May 27, 2016, the Engaged Parties and the Issuer jointly issued a press release to announce that they have entered into the Settlement Agreement. Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c) are hereby amended to add the following: (a) As of the close of business on May 27, 2016, Mr. Keating beneficially owned 6,500 Shares, constituting less than 1% of the Shares outstanding. (b) Mr. Keating has sole power to vote and dispose of the 6,500 Shares he beneficially owns. (c) The transactions in the Shares by Mr. Keating during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following: On May 26, 2016, the Reporting Persons and the Issuer entered into the Settlement Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto. On May 31, 2016, the Reporting Persons terminated the Joint Filing and Solicitation Agreement. A copy of such termination agreement is attached hereto as Exhibit 99.2. On May 31, 2016, the Engaged Parties terminated the Joint Filing Agreement. A copy of such termination agreement is attached hereto as Exhibit 99.3.
Pursuant to the terms of the Settlement Agreement, until approximately the beginning of the period during which stockholders may submit to the Issuer candidates for election to the Board at the 2017 Annual Meeting of Stockholders (the “Standstill Period”), the Engaged Parties (and their affiliates and associates) agreed, among other things: (i) not to solicit, encourage or engage in any solicitation related to the Issuer’s securities; (ii) not to join any other 13(d)(3) “group” related to the Shares; (iii) not to call a special stockholders’ meeting; (iv) nominate any person for election or seek representation on the Board; (v) not to seek or encourage any person to participate in any contested election of directors or stockholder proposed removal of directors; (vi) not to engage in, or become a participant of, any solicitation related to the Issuer’s securities; and (vii) not to make any proposals for consideration by stockholders or make recommendations for any extraordinary transactions or corporate actions.
On May 27, 2016, the Engaged Parties and the Issuer jointly issued a press release to announce that they have entered into the Settlement Agreement.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended to add the following:
(a) As of the close of business on May 27, 2016, Mr. Keating beneficially owned 6,500 Shares, constituting less than 1% of the Shares outstanding.
(b) Mr. Keating has sole power to vote and dispose of the 6,500 Shares he beneficially owns.
(c) The transactions in the Shares by Mr. Keating during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On May 26, 2016, the Reporting Persons and the Issuer entered into the Settlement Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
On May 31, 2016, the Reporting Persons terminated the Joint Filing and Solicitation Agreement. A copy of such termination agreement is attached hereto as Exhibit 99.2.
On May 31, 2016, the Engaged Parties terminated the Joint Filing Agreement. A copy of such termination agreement is attached hereto as Exhibit 99.3.
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