If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
CUSIP
NO. 774678403
|
1
|
NAME
OF REPORTING PERSON
AB
Value Partners, LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
JERSEY
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
224,855
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
224,855
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,855
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP
NO. 774678403
|
1
|
NAME
OF REPORTING PERSON
AB
Value Management LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
460,189*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
460,189*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,189*
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.74%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
*
Consists of the Shares owned directly by AB Value Partners and the Managed Account.
CUSIP
NO. 774678403
|
1
|
NAME
OF REPORTING PERSON
Andrew
Berger
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
PF,
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
460,189*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
460,189*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,189
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.74%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
*
Consists of the Shares owned directly by AB Value Partners and the Managed Account.
CUSIP
NO. 774678403
|
1
|
NAME
OF REPORTING PERSON
Mary
Kennedy Thompson
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP NO. 774678403
The following constitutes
amendment number 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the
Schedule 13D, as specifically set forth herein.
|
Item 2.
|
Identity and Background.
Item 2 is hereby amended and restated as follows:
|
(a) This statement
is filed by:
|
|
(i)
|
AB Value Partners, LP,
a New Jersey limited partnership (“AB Value Partners”);
|
|
|
(ii)
|
AB Value Management
LLC, a Delaware limited liability company (“AB Value Management”), who manages each of AB Value Partners and a
Managed Account;
|
|
|
|
|
|
|
(iii)
|
Andrew Berger (“Mr.
Berger”), who serves as the managing member of AB Value Management; and as a nominee for the Board of Directors of the
Issuer (the “Board”); and
|
|
|
|
|
|
|
(iv)
|
Mary Kennedy Thompson
(“Ms. Thompson”), as a nominee for the Board (Ms. Kennedy, and together with Mr. Berger, the “Nominees”
and each, a “Nominee”).
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Amendment No. 1.
(b) The address
of the principal offices of each of AB Value Partners, AB Value Management and Mr. Berger is as follows: 200 Sheffield Street,
Suite 311, Mountainside, New Jersey 07092. The principal business address of Ms. Thompson is as follows: 1020 N. University Parks
Dr., Waco, TX 76707.
(c) The principal
business of AB Value Partners is investing in securities. The principal business of AB Value Management is to manage
AB Value Partners. The principal occupation of Mr. Berger is serving as the managing member of AB Value Management.
The principal occupation of Ms. Thompson is serving as the Chief Operating Officer of Neighborly Brands, a service provider focused
on repairing, maintaining and enhancing customers’ homes and businesses.
(d) No Reporting
Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting
Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) AB Value Management
is organized under the laws of the State of Delaware. AB Value Partners is organized under the laws of the State of
New Jersey. Each of Mr. Berger and Ms. Thompson is a citizen of the United States of America.
CUSIP NO. 774678403
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
Item 3 is hereby amended and restated as follows:
|
The aggregate purchase
price of the 460,189 Shares beneficially owned by the AB Value Partners, AB Value Management and Mr. Berger is approximately $4,205,586
including brokerage commissions. The Shares beneficially owned by AB Value Partners and AB Value Management were acquired
with working capital. The Shares directly owned by Mr. Berger were acquired with personal funds.
AB Value Partners
and AB Value Management effect purchases of securities primarily through margin accounts maintained for them with prime brokers,
which may extend margin credit to them 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.
|
Item 4.
|
Purpose of Transaction
.
Item 4 is hereby amended to add the following:
|
On May 18, 2019,
AB Value Partners delivered a notice (the “Notice”) to the Corporate Secretary of the Issuer (i) nominating a slate
of two (2) highly qualified directors candidates with directly relevant industry experience, comprised of the nominees, Mr. Berger
and Ms. Thompson, for election to the Issuer’s Board of Directors at the Issuer’s 2019 annual meeting of stockholders
(the “Annual Meeting”) and (ii) submitting a business proposal for consideration by stockholders at the Annual Meeting
which calls for the Issuer to redeem any poison pill previously issued and not adopt or extend any poison pill unless such adoption
or extension has been submitted to a stockholder vote, as a separate ballot item, within 12 months.
On May 21, 2019,
AB Value Partners delivered a supplement to the letter to the Corporate Secretary of the Issuer, amending the Notice to acknowledge
the Joint Filing Agreement entered into as of May 21, 2019 and described further in Item 6 of this Amendment No. 1.
|
Item 5.
|
Interest in Securities of the Issuer
.
Item 5 is hereby amended and restated as follows:
|
(a) The aggregate
percentage of Shares reported owned by each person named herein is based upon 5,948,660 Shares outstanding as of January 10, 2019,
which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on January 14, 2019.
CUSIP NO. 774678403
As of the close
of business on May 20, 2019, AB Value Partners directly owned 224,855 Shares, constituting approximately 3.78% of the Shares outstanding. By
virtue of their relationships with AB Value Partners discussed in further detail in Item 2, each of AB Value Management and Mr.
Berger may be deemed to beneficially own the Shares owned by AB Value Partners.
As of the close
of business on May 20, 2019, AB Value Management had caused the Managed Account to directly own 235,334 Shares, constituting approximately
3.96% of the Shares outstanding. By virtue of their relationships with AB Value Management discussed in further detail
in Item 2, each of AB Value Management and Mr. Berger may be deemed to beneficially own the Shares owned by the Managed Account.
By virtue of his relationship with AB Value Management discussed in further detail in Item 2, Mr. Berger may be deemed to beneficially
own the Shares beneficially owned by AB Value Management. Ms. Thompson does not directly own any Shares and may not be deemed
to beneficially own any Shares.
(b) Each of the
AB Value Partners, AB Value Management and Mr. Berger share the power to vote and dispose of the Shares beneficially owned, respectively,
by AB Value Partners and AB Value Management. Ms. Thompson does not have shared power to vote or dispose any Shares.
(c) Schedule A annexed
hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All
of such transactions were effected in the open market.
(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)
Not applicable.
The filing of this
Amendment No. 1 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 of the Reporting
Persons specifically disclaims beneficial ownership of the Shares reported herein that are not beneficially owned by such Reporting
Person.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
.
Item 6 is hereby amended to add the following:
|
On May 21, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons 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 as an exhibit hereto and is incorporated herein by reference.
The filing of this
Amendment No. 1 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 of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that are not beneficially owned by such Reporting Person.
|
Item 7.
|
Material to be Filed as Exhibits
.
Item 7 is hereby amended to add the following:
|
CUSIP NO. 774678403
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.
Dated: May 21, 2019
|
|
AB Value
Partners, L.P.
|
|
|
|
|
|
By:
|
AB Value Management LLC
General Partner
|
|
|
|
|
|
By:
|
/s/
Andrew Berger
|
|
|
|
Name:
|
Andrew Berger
|
|
|
|
Title:
|
Manager
|
|
|
AB Value
Management LLC
|
|
|
|
|
|
By:
|
/s/
Andrew Berger
|
|
|
|
Name:
|
Andrew Berger
|
|
|
|
Title:
|
Manager
|
|
|
/s/
Andrew Berger
|
|
|
Name: Andrew Berger
|
|
|
/s/
Mary Kennedy Thompson
|
|
|
Name: Mary Kennedy Thompson
|
CUSIP NO. 774678403
SCHEDULE
A
Transactions
in the Shares Since the Filing of the Schedule 13D
AB Value Partners,
LP
|
Date of Purchase
|
|
Price Per Share
|
|
|
Net Shares of Common Stock Purchased
|
|
|
|
|
|
|
|
|
|
|
5/2/2019
|
|
|
979
|
|
|
|
9.55
|
|
|
|
|
|
|
|
|
|
|
|
|
5/3/2019
|
|
|
241
|
|
|
|
9.45
|
|
|
|
|
|
|
|
|
|
|
|
|
5/8/2019
|
|
|
820
|
|
|
|
9.44
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2019
|
|
|
360
|
|
|
|
9.41
|
|
CUSIP NO. 774678403
AB Value Management
LLC
|
Date of Purchase
|
|
Price Per Share
|
|
|
Net Shares of Common
Stock Purchased
|
|
|
|
|
|
|
|
|
|
|
5/2/2019
|
|
|
3,915
|
|
|
|
9.55
|
|
|
|
|
|
|
|
|
|
|
|
|
5/3/2019
|
|
|
961
|
|
|
|
9.45
|
|
|
|
|
|
|
|
|
|
|
|
|
5/8/2019
|
|
|
3,280
|
|
|
|
9.44
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2019
|
|
|
1,440
|
|
|
|
9.41
|
|
Andrew Berger
(During the Past
60 Days)
None
Mary Kennedy
Thompson
(During the Past
60 Days)
None