The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (“Amendment No. 12”). This Amendment No. 12 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:
On September 2, 2016, Allan J. Young resigned from the Board of Directors of the Issuer (the “Board”) as discussed in further detail in Item 4. Accordingly, Mr. Young is no longer a member of a Section 13(d) group with Raging Capital, Raging Master, William C. Martin and Kenneth H. Traub and shall cease to be a Reporting Person immediately after the filing of this Amendment No. 12. Raging Capital, Raging Master, Mr. Martin and Mr. Traub will continue to file statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.
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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 aggregate purchase price of the 4,630,795 Shares held directly by Raging Master is approximately $29,945,947, including brokerage commissions. Such Shares were acquired with the working capital of Raging Master.
Raging Master effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
The aggregate purchase price of 18,888 Shares owned directly by Kenneth H. Traub is approximately $121,340, including brokerage commissions. Such Shares were acquired with Mr. Traub’s personal funds. Mr. Traub also owns directly 53,990 unvested restricted Shares that were awarded to him in his capacity as a director of the Issuer.
Allan J. Young owns directly 18,667 Shares 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 September 2, 2016, Allan J. Young resigned from the Board. Mr. Young’s resignation was not because of a disagreement with the Issuer on any matters relating to the Issuer’s operations, policies, or practices. Raging Capital nominated Howard B. Brownstein as a successor to Mr. Young pursuant to the terms of the Settlement Agreement, dated March 17, 2015, by and among the Issuer, Raging Capital and the other parties thereto. The Board, upon recommendation of its Governance Committee, appointed Mr. Brownstein to the Board as a Class II director to fill the vacancy created by Mr. Young’s departure. Mr. Brownstein was also appointed as a member of the Audit Committee and the Human Resources Committee of the Board. Mr. Brownstein is the Founder and President of The Brownstein Corporation, a nationally-known turnaround management and advisory firm.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) are hereby amended and restated to read as follows:
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(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 32,642,620 Shares outstanding as of August 3, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016.
As of the close of business on the date hereof, by virtue of their relationships with Raging Master, each of Raging Capital and William C. Martin may be deemed to beneficially own (i) 4,630,795 Shares held by Raging Master and (ii) 1,410,830 Shares into which the 5.25% Senior Secured Convertible Notes due 2019 (the “New Convertible Notes”) held by Raging Master are convertible assuming such New Convertible Notes were converted into Shares on September 2, 2016, constituting in the aggregate approximately 17.7% of the Shares outstanding.
As of the close of business on the date hereof, Kenneth H. Traub directly owned 72,878 Shares (including 53,990 unvested restricted Shares that were awarded to him in his capacity as a director of the Issuer), constituting less than 1% of the Shares outstanding.
As of the close of business on the date hereof, Allan J. Young directly owned 18,667 Shares that were awarded to him in his capacity as a director of the Issuer, constituting less than 1% of the Shares outstanding.
Each of Raging Capital, Raging Master and Messrs. Martin and Traub, as a member of a “group” with the other for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other. The filing of this Schedule 13D shall not be deemed an admission that Raging Capital, Raging Master and Messrs. Martin and Traub are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of Raging Capital, Raging Master and Messrs. Martin and Traub specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own. Without limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.
(b) Raging Capital and William C. Martin may be deemed to share the power to vote and dispose of the Shares held by Raging Master.
Kenneth H. Traub has the sole power to vote and dispose of 18,888 Shares directly owned by him and has the sole power to vote the 53,990 unvested restricted Shares directly owned by him.
Allan J. Young has the sole power to vote and dispose of the 18,667 Shares directly owned by him.
(c) Except as otherwise set forth in this paragraph, there were no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. On July 27, 2016, Kenneth H. Traub was awarded 35,323 restricted Shares, which vest on the first anniversary of the date of grant, in connection with his service as a director of the Issuer. On July 27, 2016, Allan J. Young was awarded 35,323 restricted Shares in connection with his service as a director of the Issuer, all of which were forfeited to the Issuer on September 2, 2016 as a result of his departure from the Board.
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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:
On September 6, 2016, Raging Capital, Raging Master, William C. Martin and Kenneth H. Traub entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Joint Filing Agreement by and among Raging Capital Management, LLC, Raging Capital Master Fund, Ltd., William C. Martin and Kenneth H. Traub, dated September 6, 2016.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: September 6, 2016
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Raging Capital Master Fund, Ltd.
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By:
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Raging Capital Management, LLC
Investment Manager
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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/s/ Frederick C. Wasch
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Frederick C. Wasch, as attorney-in-fact for William C. Martin
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/s/ Kenneth H. Traub
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Kenneth H. Traub
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/s/ Allan J. Young
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Allan J. Young
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