Page 13 of 15 – SEC Filing
SCHEDULE 13D CUSIP No. 913915104 Page
13
of 15 Pages
Appointment of Christopher Shackelton as Director
In connection with the entry into the Purchase Agreement, the Issuer will appoint Christopher Shackelton to its board of directors. Mr. Shackeltons
initial term as director will run until the next annual meeting of the Issuers stockholders at which members of its board of directors are elected.
The Reporting Persons acquired the Series A Preferred Stock and the Common Shares (collectively, the Securities) for investment purposes,
and such purposes were made in the Reporting Persons ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Securities at times, and in
such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Securities, changes in the Issuers operations, business strategy or prospects, or from a sale or merger of the
Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuers operations, prospects, business development, management, competitive and strategic matters, capital structure and prevailing market conditions, as
well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such
matters with management or directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and
discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Securities, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the
Issuers operations, governance or capitalization or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other
plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D or acquire additional
Securities or dispose of all or some of the Securities beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a) (b) The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference.
The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 24,344,515 Common Shares outstanding as of March 31, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the SEC on
April 29, 2016.
(c) See Item 4 above.
(d) Except as set forth in Item 6 hereof, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
Series A Preferred Stock reported herein.
(e) Not applicable.
The information in Items 4 and 6 hereof is incorporated herein by reference.
| SCHEDULE 13D | ||||
| CUSIP No. 913915104 | Page 13 of 15 Pages | |||
Appointment of Christopher Shackelton as Director
In connection with the entry into the Purchase Agreement, the Issuer will appoint Christopher Shackelton to its board of directors. Mr. Shackeltons
initial term as director will run until the next annual meeting of the Issuers stockholders at which members of its board of directors are elected.
The Reporting Persons acquired the Series A Preferred Stock and the Common Shares (collectively, the Securities) for investment purposes,
and such purposes were made in the Reporting Persons ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Securities at times, and in
such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Securities, changes in the Issuers operations, business strategy or prospects, or from a sale or merger of the
Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuers operations, prospects, business development, management, competitive and strategic matters, capital structure and prevailing market conditions, as
well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such
matters with management or directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and
discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Securities, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the
Issuers operations, governance or capitalization or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other
plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D or acquire additional
Securities or dispose of all or some of the Securities beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
| (a) | (b) The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 24,344,515 Common Shares outstanding as of March 31, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the SEC on April 29, 2016. |
| (c) | See Item 4 above. |
| (d) | Except as set forth in Item 6 hereof, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series A Preferred Stock reported herein. |
| (e) | Not applicable. |
The information in Items 4 and 6 hereof is incorporated herein by reference.
