The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment No. 13 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:
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The aggregate purchase price of the 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.
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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 November 4, 2016, Raging Master entered into a letter agreement (the “W.B. Letter Agreement”) with W.B. & Co. pursuant to which Raging Master agreed to sell, effective on the same date, 4,630,795 Shares at a sale price of $0.10 per Share for an aggregate sale price of $463,079.50. Pursuant to the W.B. Letter Agreement, Kenneth H. Traub and Richard N. Burger resigned from the Board of Directors of the Issuer. The foregoing description of the W.B. Letter Agreement is qualified in its entirety by reference to the W.B. Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Also on November 4, 2016, the Reporting Persons and Allan J. Young, Steven W. Scheinkman and Richard N. Burger entered into a settlement agreement (the “Settlement Agreement”) with the Issuer. Pursuant to the Settlement Agreement, the Issuer consented to the transactions contemplated by the W.B. Letter Agreement. The Reporting Persons and Messrs. Young, Scheinkman and Burger also agreed to certain standstill and voting restrictions during the period beginning on the date of the Settlement Agreement and ending on the date that is one day after the Issuer’s 2018 annual meeting of stockholders. The parties also agreed to a mutual release of claims. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) and (e) 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 date hereof, by virtue of their relationships with Raging Master, each of Raging Capital and William C. Martin may be deemed to beneficially own 1,411,059 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 November 4, 2016, constituting in the aggregate approximately 4.1% of the Shares outstanding.
As of the date hereof, Kenneth H. Traub directly owned 18,888 Shares, 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 underlying the New Convertible Notes held by Raging Master.
Kenneth H. Traub has the sole power to vote and dispose of the 18,888 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 since the filing of Amendment No. 12 to the Schedule 13D. On November 4, 2016, pursuant to the W.B. Letter Agreement, as defined and described in Item 4, Raging Master sold 4,630,795 Shares at a sale price of $0.10 per Share for an aggregate sale price of $463,079.50. Effective November 4, 2016, all 53,990 unvested restricted Shares owned by Mr. Traub were forfeited to the Issuer as a result of his departure from the Board of Directors.
(e) As of November 4, 2016, 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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Item 6 is hereby amended to add the following:
Reference is made to the W.B. Letter Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Reference is made to the Settlement Agreement as defined and described in Item 4 above and attached as Exhibit 99.2 hereto.
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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 exhibits:
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99.1
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Letter Agreement by and between Raging Capital Master Fund, Ltd. and W.B. & Co., dated November 4, 2016.
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99.2
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Settlement Agreement by and among Raging Capital Master Fund, Ltd., Raging Capital Management, LLC, William C. Martin, Kenneth H. Traub, Allan J. Young, Steven W. Scheinkman, Richard N. Burger and A. M. Castle & Co., dated November 4, 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: November 7, 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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