The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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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:
The Shares purchased by each of Vertex Opportunities and VSO III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
The aggregate purchase price of the 232,236 Shares beneficially owned by Vertex Opportunities is approximately $1,439,782, excluding brokerage commissions.
The aggregate purchase price of the 966,800 Shares underlying certain sold-short put options that may be deemed to be beneficially owned by Vertex Opportunities is approximately $5,614,210, assuming all such Shares are purchased by Vertex Opportunities, excluding brokerage commissions.
The aggregate purchase price of the 285,585 Shares beneficially owned by VSO III is approximately $1,420,670, excluding brokerage commissions.
The aggregate purchase price of the 550,000 Shares underlying certain sold-short put options that may be deemed to be beneficially owned by VSO III is approximately $2,783,270, assuming all such Shares are purchased by VSO III, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and restated in its entirety to read as follows:
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have serious concerns with the Issuer’s financial performance and implore the Board of the Issuer to establish a credible plan to better align costs with revenue in order to return the Issuer to profitability. The Reporting Persons do not believe the Issuer should raise capital through a dilutive equity offering and should consider other means to improve the Issuer’s balance sheet. The Reporting Persons also have concerns that the Board may not be thinking strategically about its product lines. The Reporting Persons believe the Issuer should undertake a careful strategic review process for its assets with the mindset of maximizing shareholder value.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future 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 and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) – 5(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 29,947,311 Shares outstanding, which is the total number of Shares outstanding as of April 21, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 23, 2015.
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(a)
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As of the close of business on June 17, 2015, Vertex Opportunities may be deemed to beneficially own 1,199,036 Shares, including 966,800 Shares underlying certain sold-short put options.
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Percentage: Approximately 4.0%
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(b)
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1. Sole power to vote or direct vote: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Vertex Opportunities has not entered into any transactions in the Shares since the filing of the Schedule 13D.
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(a)
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As of the close of business on June 17, 2015, VSO III may be deemed to beneficially own 835,585 Shares, including 550,000 Shares underlying certain sold-short put options.
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Percentage: Approximately 2.8%
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(b)
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1. Sole power to vote or direct vote: 835,585 (including 550,000 Shares underlying certain sold-short put options)
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 835,585 (including 550,000 Shares underlying certain sold-short put options)
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 1,199,036 Shares that may be deemed to be beneficially owned by Vertex Opportunities.
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Percentage: Approximately 4.0%
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(b)
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1. Sole power to vote or direct vote: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Vertex GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
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(a)
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VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 835,585 Shares that may be deemed to be beneficially owned by VSO III.
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Percentage: Approximately 2.8%
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(b)
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1. Sole power to vote or direct vote: 835,585 (including 550,000 Shares underlying certain sold-short put options)
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 835,585 (including 550,000 Shares underlying certain sold-short put options)
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4. Shared power to dispose or direct the disposition: 0
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(c)
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VSO GP III has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Vertex Capital, as the investment manager of Vertex Opportunities and VSO III, may be deemed the beneficial owner of the (i) 1,199,036 Shares that may be deemed to be beneficially owned by Vertex Opportunities and (ii) 835,585 Shares that may be deemed to be beneficially owned by VSO III.
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Percentage: Approximately 6.8%
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(b)
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1. Sole power to vote or direct vote: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Vertex Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Singer, as the managing member of Vertex GP, VSO GP III and Vertex Capital, may be deemed the beneficial owner of the (i) 1,199,036 Shares that may be deemed to be beneficially owned by Vertex Opportunities and (iii) 835,585 Shares that may be deemed to be beneficially owned by VSO III.
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Percentage: Approximately 6.8%
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(b)
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1. Sole power to vote or direct vote: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Singer has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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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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Item 6 is hereby amended to add the following:
VSO III has sold short in over the counter market American-style put options, referencing (i) 300,000 Shares, which have an exercise price of $6.00 per Share and expire on September 18, 2015; (ii) 100,000 Shares, which have an exercise price of $5.00 per Share and expire on December 18, 2015 and (iii) 100,000 Shares, which have an exercise price of $6.00 per Share and expire on December 18, 2015.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 18, 2015
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Vertex Opportunities Fund, LP
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By:
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Vertex GP, LLC
General Partner
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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Vertex GP, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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Vertex Special Opportunities Fund III, LP
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By:
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Vertex Special Opportunities GP III, LLC
General Partner
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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Vertex Special Opportunities GP III, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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Vertex Capital Advisors, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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/s/ Eric Singer |
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Eric Singer
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SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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VERTEX SPECIAL OPPORTUNITIES FUND III, LP
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Sale of September 2015 Put Option ($6.00 Strike Price) (1)
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(1,000)(2)
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0.8348
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06/12/2015
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Sale of December 2015 Put Option ($5.00 Strike Price) (1)
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(1,000)(2)
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0.4500
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06/12/2015
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Sale of September 2015 Put Option ($6.00 Strike Price) (1)
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(2,000)(3)
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0.6350
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06/16/2015
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Sale of December 2015 Put Option ($6.00 Strike Price) (1)
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(1,000)(2)
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0.8500
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06/16/2015
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__________________
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1
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Represents a short sale.
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2
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This sold short put option represents the obligation to purchase 100,000 Shares, which may be deemed to be beneficially owned by VSO III.
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3
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This sold short put option represents the obligation to purchase 200,000 Shares, which may be deemed to be beneficially owned by VSO III.
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