The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended to add the following:
As a result of Mr. Singer’s resignation from the Board, as further described in Item 4, PCP, Potomac Management and Mr. Solit have determined to no longer be members of a Section 13(d) group with VSO III, VSO GP III, Vertex Capital and Mr. Singer and shall ceased to be Reporting Persons immediately upon the filing of this Amendment No. 4. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
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The Shares beneficially owned by VSO III were acquired as a result of a capital contribution from the limited partners of PCP III, as described in Amendment No. 2.
The Shares beneficially owned by Mr. Singer were issued to him upon vesting of restricted stock units that were awarded to him in his capacity as a director of the Issuer.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended to add the following:
On January 6, 2015, the Issuer announced the retention of Deutsche Bank as its exclusive financial advisor to explore strategic options, including, but not limited to, strategic partnering of its technology and possible sale or merger of the Issuer. Believing the retention of Deutsche Bank was a step in the right direction, Mr. Singer resigned from the Board of the Issuer, effective immediately. In the event the strategic review process does not result in a sale of the Issuer, the Reporting Persons reserve all rights to take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer, the Reporting Persons’ investment and strategic alternatives available to the Issuer, or seeking Board representation.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 23,799,835 Shares outstanding, which is the total number of Shares outstanding as of October 23, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the SEC on October 30, 2014.
As of the close of business on January 7, 2015, VSO III beneficially owned 610,116 Shares, constituting approximately 2.6% of the Shares outstanding. By virtue of their relationships with VSO III discussed in further detail in Item 2, each of VSO GP III, Vertex Capital and Mr. Singer may be deemed to beneficially own the Shares beneficially owned by VSO III.
As of the close of business on January 7, 2015, Mr. Singer directly owned 22,068 Shares issued to him upon vesting of restricted stock units that were awarded to him in his capacity as a director of the Issuer, constituting less than 1.0% of the Shares outstanding.
(b) VSO III, VSP GP III, Vertex Capital and Mr. Singer share the power to vote and dispose of the Shares beneficially owned by VSO III. Mr. Singer has sole power to vote and dispose of the Shares he beneficially owns directly.
(c) There have been no transactions in the Shares by the Reporting Persons during the past 60 days.
(d) 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 proceeds from the sale of, the Shares.
(e) As of January 6, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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