Page 11 of 17 – SEC Filing The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Item 2. Identity and Background.
Item 2 is hereby amended to add the following: In connection with the Settlement Agreement defined and described in Item 4 below, the Reporting Persons are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 1. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On May 4, 2016, the Reporting Persons and the Issuer entered into a settlement agreement (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things: (i) to increase the size of the Issuer’s board of directors (the “Board”) to eight (8) members and appoint Alan L. Bazaar and John A. Janitz (each, an “Engine Group Director” and together, the “Engine Group Directors”) as new independent members of the Board, effective as of the execution of the Settlement Agreement; (ii) to nominate and solicit proxies for the election of each of the Engine Group Directors in the same manner as for the Company’s other nominees standing for election to the Board at the 2016 Annual Meeting of Shareholders (the “Annual Meeting”); (iii) to, as promptly as practicable, appoint each of the Engine Group Directors to the special committee of the Board overseeing the Issuer’s strategic alternatives review, as well as the Board’s process committee responsible for facilitating consideration and exploration of the Issuer’s strategic alternatives; (iv) to, as promptly as practicable, appoint Mr. Bazaar to the Board’s nominating and corporate governance committee, as well as Mr. Janitz to the Board’s compensation committee and audit committee; and (v) to appoint at least one of the Engine Group Directors to any committee created during the Standstill Period (as described below). Additionally, if either Engine Group Director (x) is unable to serve as a director, resigns or is removed as a director prior to the end of the Standstill Period, and (y) the aggregate ownership of Engine Capital, Engine Jet, Engine Management, Engine Investments, and Arnaud Ajdler (collectively, the “Engine Parties”) falls below 1% of the Shares outstanding (as adjusted for stock splits, reclassifications, and other similar adjustments) (the “Minimum Ownership Threshold”), then the Engine Parties may recommend a replacement person(s), who meets certain independence criteria. If the Engine Parties ownership of Shares falls below the Minimum Ownership Threshold, then they lose their power to replace either Engine Group Director. The Issuer also agreed that the Board will not cause itself to consist of more than eight (8) directors, without the Engine Parties consent, which cannot be unreasonably conditioned, withheld or delayed. Pursuant to the terms of the Settlement Agreement, until January 1, 2017 (the “Standstill Period”), the Reporting Persons (and their affiliates and associates) agreed, among other things: (i) not to nominate any person for election; (ii) not to initiate or participate in any “vote no” or similar campaign; (iii) not to engage in, or become a participant of, any solicitation related to the Issuer’s securities; (iv) not to join a 13(d)(3) “group” related to the Shares; (v) not to make any proposals for consideration at the Annual Meeting or a special shareholders’ meeting; (vi) not to call a special shareholders’ meeting; and (vii) not to acquire, or announce any intention to acquire, more than 9.9% of the Shares. On May 4, 2016, the Reporting Persons and the Issuer jointly issued a press release to announce they have reached a Settlement Agreement. Item 5. Interest in Securities of the Issuer.
Items 5 is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 9,842,458 Shares outstanding, as of April 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2016. A. Engine Capital
(a) As of the close of business on May 3, 2016, Engine Capital directly owned 320,319 Shares.
Percentage: 3.3% (b) 1. Sole power to vote or direct vote: 320,319
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 320,319
4. Shared power to dispose or direct the disposition: 0
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
In connection with the Settlement Agreement defined and described in Item 4 below, the Reporting Persons are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 1.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 4, 2016, the Reporting Persons and the Issuer entered into a settlement agreement (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things: (i) to increase the size of the Issuer’s board of directors (the “Board”) to eight (8) members and appoint Alan L. Bazaar and John A. Janitz (each, an “Engine Group Director” and together, the “Engine Group Directors”) as new independent members of the Board, effective as of the execution of the Settlement Agreement; (ii) to nominate and solicit proxies for the election of each of the Engine Group Directors in the same manner as for the Company’s other nominees standing for election to the Board at the 2016 Annual Meeting of Shareholders (the “Annual Meeting”); (iii) to, as promptly as practicable, appoint each of the Engine Group Directors to the special committee of the Board overseeing the Issuer’s strategic alternatives review, as well as the Board’s process committee responsible for facilitating consideration and exploration of the Issuer’s strategic alternatives; (iv) to, as promptly as practicable, appoint Mr. Bazaar to the Board’s nominating and corporate governance committee, as well as Mr. Janitz to the Board’s compensation committee and audit committee; and (v) to appoint at least one of the Engine Group Directors to any committee created during the Standstill Period (as described below). Additionally, if either Engine Group Director (x) is unable to serve as a director, resigns or is removed as a director prior to the end of the Standstill Period, and (y) the aggregate ownership of Engine Capital, Engine Jet, Engine Management, Engine Investments, and Arnaud Ajdler (collectively, the “Engine Parties”) falls below 1% of the Shares outstanding (as adjusted for stock splits, reclassifications, and other similar adjustments) (the “Minimum Ownership Threshold”), then the Engine Parties may recommend a replacement person(s), who meets certain independence criteria. If the Engine Parties ownership of Shares falls below the Minimum Ownership Threshold, then they lose their power to replace either Engine Group Director. The Issuer also agreed that the Board will not cause itself to consist of more than eight (8) directors, without the Engine Parties consent, which cannot be unreasonably conditioned, withheld or delayed.
Pursuant to the terms of the Settlement Agreement, until January 1, 2017 (the “Standstill Period”), the Reporting Persons (and their affiliates and associates) agreed, among other things: (i) not to nominate any person for election; (ii) not to initiate or participate in any “vote no” or similar campaign; (iii) not to engage in, or become a participant of, any solicitation related to the Issuer’s securities; (iv) not to join a 13(d)(3) “group” related to the Shares; (v) not to make any proposals for consideration at the Annual Meeting or a special shareholders’ meeting; (vi) not to call a special shareholders’ meeting; and (vii) not to acquire, or announce any intention to acquire, more than 9.9% of the Shares.
On May 4, 2016, the Reporting Persons and the Issuer jointly issued a press release to announce they have reached a Settlement Agreement.
| Item 5. | Interest in Securities of the Issuer. |
Items 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 9,842,458 Shares outstanding, as of April 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2016.
| A. | Engine Capital |
| | (a) | As of the close of business on May 3, 2016, Engine Capital directly owned 320,319 Shares. |
Percentage: 3.3%
| | (b) | 1. Sole power to vote or direct vote: 320,319 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 320,319 |
| | 4. Shared power to dispose or direct the disposition: 0 |
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