Item 5.01.
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Change in Control of Registrant
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The information set forth in Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Offer, a change of
control of the Company occurred at the Acceptance Time. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.
On September 2, 2016, (i) pursuant to the Merger Agreement in connection with the Merger, the directors of Merger Sub (the
Post-Closing Directors) became the directors of the Company in lieu of the Companys existing directors and (ii) in accordance with the Companys bylaws and Section 141(k) of the DGCL, following the effectiveness of
the Merger, Parent, the sole stockholder of the Company, removed the Post-Closing Directors and elected David Palmer, Alan Bentley and Howard Lanznar to the Board of Directors of the Company, effective immediately.
As disclosed in the Companys definitive proxy statement in connection with the Companys 2016 Annual Meeting of Stockholders (the
2016 Proxy Statement), prior to the Merger, Mr. Palmer was the Companys President, Chief Executive Officer and member of the Board, Mr. Bentley was the Companys Executive Vice President and Chief Financial Officer
and Mr. Lanznar was the Companys Executive Vice President and Chief Administrative Officer. Following the Merger, Mr. Palmer will continue to serve as the Companys President and Chief Executive Officer and will continue to
serve as a member of the Board, Mr. Bentley will continue to serve as the Companys Executive Vice President and Chief Financial Officer and will serve as a member of the Board, and Mr. Lanznar will continue to serve as the
Companys Executive Vice President and Chief Administrative Office and will serve as a member of the Board. Each of Messrs. Palmer, Bentley and Lanznar is also currently a director and an officer of certain of the Companys subsidiaries.
Other than disclosed under the caption Certain Relationships and Related Transactions in the 2016 Proxy Statement, none of
Messrs. Palmer, Bentley and Lanznar has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Palmer has served as the Companys Chief Executive Officer since 2013. Prior to that, Mr. Palmer served as President of
Diamond LLC from September 2010 until the merger of Diamond LLC with and into the Company in July 2013. Mr. Palmer has over 25 years of experience as a private equity/financial professional. Mr. Palmer served as a managing director of
Trivergance, LLC from its formation in June 2006 to July 2010. From September 2002 to December 2006, he served as a member of Onyx Capital Ventures, LLC, a private equity firm and minority business enterprise that specialized in investing in
middle-market minority business enterprises. Mr. Palmer received an A.B. in Physical Chemistry from Hamilton College and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University.
Mr. Bentley has served as the Companys Chief Financial Officer since 2013. Prior to that, Mr. Bentley served as Executive Vice
President and Chief Financial Officer of Diamond LLC from January 1, 2013 until the
merger of Diamond LLC with and into the Company in July 2013. Until December 2014, Mr. Bentley was also a partner at Mackinac Partners, LLC, a financial advisory firm, which provided
services to Diamond LLC from April 2007 until the merger of Diamond LLC with and into the Company in July 2013, and now provides services to the Company. Mr. Bentley has over 30 years of broad-based business experience, with extensive expertise
in the areas of corporate restructuring, business management and strategic planning, complex financing transactions, capital formation, mergers and acquisitions, and financial reporting. Mr. Bentley received a B.S. in Accounting from Western
Kentucky University. Mr. Bentley is a Certified Public Accountant.
Mr. Lanznar has served as the Companys Executive Vice
President and Chief Administrative Officer since 2013. Mr. Lanznar joined Diamond LLC in September 2012, was its Executive Vice President and Chief Administrative Officer until the merger of Diamond LLC with and into the Company in July 2013.
Through August 2014, Mr. Lanznar was a partner of Katten Muchin Rosenman LLP, with which he has been associated for over 30 years (previously serving as Chair of that firms National Corporate Practice), and he is now Of Counsel at that
firm. He has also served as general counsel of Fruit of the Loom, Inc., an international apparel company. Preceding his legal career, he worked in marketing management for the Procter & Gamble Company. Mr. Lanznar received a B.A. in
Philosophy from Amherst College, where he was elected to Phi Beta Kappa, and a law degree from the University of Chicago Law School, where he was a member of The University of Chicago Law Review.