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. 416196103
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
BLR 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
TEXAS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
429,290
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
429,290
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,290
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.9%
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
2
CUSIP NO. 416196103
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
BLRPart, LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
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
TEXAS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
429,290
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
429,290
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,290
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.9%
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
3
CUSIP NO. 416196103
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
BLRGP Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
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
TEXAS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
429,290
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
429,290
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,290
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.9%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
4
CUSIP NO. 416196103
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
Fondren Management, LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
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
TEXAS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
429,290
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
429,290
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,290
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.9%
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
5
CUSIP NO. 416196103
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
FMLP Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
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
TEXAS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
429,290
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
429,290
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,290
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.9%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
6
CUSIP NO. 416196103
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
The Radoff Family Foundation
|
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
TEXAS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
18,000
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
18,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 1%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
7
CUSIP NO. 416196103
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON
Bradley L. Radoff
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
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
447,290
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
447,290
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,290
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.2%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
8
The following constitutes Amendment No. 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 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended and
restated as follows:
The Shares purchased by BLR Partners and Radoff Foundation 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. The aggregate purchase price of the 429,290 Shares owned directly by BLR Partners is approximately
$4,487,238, including brokerage commissions. The aggregate purchase price of the 18,000 Shares owned directly by Radoff Foundation is approximately $182,896, including brokerage commissions.
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby amended to add the following:
The Reporting Persons have had numerous conversations with members of the Board and senior management of the Issuer and continue to demand
that the chairman resign and that the Board be meaningfully reconstituted and that the Issuer adhere to best practices of corporate governance.
Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5 is hereby amended and restated as
follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon approximately 6,253,758 Shares
outstanding as of October 20, 2017, which is the total number of Shares outstanding as reported in the Issuers Form
8-K,
filed with the Securities and Exchange Commission on December 19, 2017,
after giving effect to the
10-for-1
reverse stock split on January 31, 2018 as reported in the Issuers Form
8-K,
filed
with the Securities and Exchange Commission on January 31, 2018.
|
(a)
|
As of the close of business on February 14, 2018, BLR Partners beneficially owned 429,290 Shares.
|
Percentage: Approximately 6.9%
|
(b)
|
1. Sole power to vote or direct vote: 429,290
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 429,290
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
The transactions in the Shares by BLR Partners since the previous filing of Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 429,290 Shares owned by BLR Partners.
|
Percentage: Approximately 6.9%
|
(b)
|
1. Sole power to vote or direct vote: 429,290
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 429,290
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
BLRPart GP has not entered into any transactions in the Shares since the previous filing of Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the previous filing of Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 429,290 Shares owned by BLR Partners.
|
Percentage: Approximately 6.9%
|
(b)
|
1. Sole power to vote or direct vote: 429,290
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 429,290
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
BLRGP has not entered into any transactions in the Shares since the previous filing of Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the previous filing of Schedule 13D are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 429,290 Shares owned by BLR Partners.
|
Percentage: Approximately 6.9%
|
(b)
|
1. Sole power to vote or direct vote: 429,290
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 429,290
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Fondren Management has not entered into any transactions in the Shares since the previous filing of Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the previous filing of Schedule 13D are
set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 429,290 Shares owned by BLR Partners.
|
Percentage: Approximately 6.9%
|
(b)
|
1. Sole power to vote or direct vote: 429,290
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 429,290
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
FMLP has not entered into any transactions in the Shares since the previous filing of Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the previous filing of Schedule 13D are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 14, 2018, Radoff Foundation beneficially owned 18,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 18,000
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 18,000
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Radoff Foundation has not entered into any transactions in the Shares since the previous filing of Schedule 13D.
|
|
(a)
|
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the (i) 429,290 Shares owned by BLR Partners and (ii)
18,000 Shares owned by Radoff Foundation.
|
Percentage: Approximately 7.2%
|
(b)
|
1. Sole power to vote or direct vote: 447,290
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 447,290
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Mr. Radoff has not entered into any transactions in the Shares since the previous filing of Schedule 13D. The transactions in the Shares on behalf of BLR Partners and Radoff Foundation since the previous filing of
Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
The Reporting Persons, as members of a
group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims
beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
(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.
|
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: February 15, 2018
|
|
|
|
|
BLR Partners LP
|
|
|
By:
|
|
BLRPart, LP
General Partner
|
|
|
By:
|
|
BLRGP Inc.
General Partner
|
|
|
By:
|
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
|
Bradley L. Radoff
|
|
|
Title:
|
|
Sole Director
|
|
|
|
|
|
BLRPart, LP
|
|
|
By:
|
|
BLRGP Inc.
General Partner
|
|
|
By:
|
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
|
Bradley L. Radoff
|
|
|
Title:
|
|
Sole Director
|
|
|
|
|
|
BLRGP Inc.
|
|
|
By:
|
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
|
Bradley L. Radoff
|
|
|
Title:
|
|
Sole Director
|
|
|
|
|
|
Fondren Management, LP
|
|
|
By:
|
|
FMLP Inc.
General Partner
|
|
|
By:
|
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
|
Bradley L. Radoff
|
|
|
Title:
|
|
Sole Director
|
|
|
|
|
|
FMLP Inc.
|
|
|
By:
|
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
|
Bradley L. Radoff
|
|
|
Title:
|
|
Sole Director
|
|
|
|
|
|
The Radoff Family Foundation
|
|
|
By:
|
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
|
Bradley L. Radoff
|
|
|
Title:
|
|
Director
|
|
/s/ Bradley L. Radoff
|
Bradley L. Radoff
|
SCHEDULE A
Transactions in the Shares Since the Previous Filing of Schedule 13D
|
|
|
|
|
|
|
|
|
|
|
|
|
Nature of Transaction
|
|
Securities
Purchased/(Sold)
|
|
|
Price per Share ($)
|
|
|
Date of
Purchase / Sale
|
|
BLR PARTNERS LP
|
|
Purchase of Common Stock
|
|
|
2,190
|
|
|
|
8.780
|
|
|
|
2/14/2018
|
|
Purchase of Common Stock
|
|
|
9,000
|
|
|
|
8.610
|
|
|
|
2/13/2018
|
|
Purchase of Common Stock
|
|
|
8,250
|
|
|
|
8.746
|
|
|
|
2/12/2018
|
|
Purchase of Common Stock
|
|
|
250
|
|
|
|
8.820
|
|
|
|
2/7/2018
|
|
Purchase of Common Stock
|
|
|
1,364
|
|
|
|
8.808
|
|
|
|
2/6/2018
|
|
Purchase of Common Stock
|
|
|
900
|
|
|
|
8.611
|
|
|
|
2/5/2018
|
|
Purchase of Common Stock
|
|
|
536
|
|
|
|
8.828
|
|
|
|
2/2/2018
|
|
Purchase of Common Stock
|
|
|
16,030
|
|
|
|
8.404
|
|
|
|
2/1/2018
|
|
Purchase of Common Stock
|
|
|
4,700
|
|
|
|
8.397
|
|
|
|
2/1/2018
|
|
Purchase of Common Stock
|
|
|
20,000
|
|
|
|
0.880
|
|
|
|
1/31/2018
|
|
Purchase of Common Stock
|
|
|
29,700
|
|
|
|
0.926
|
|
|
|
1/26/2018
|
|
Purchase of Common Stock
|
|
|
44,200
|
|
|
|
0.941
|
|
|
|
1/25/2018
|
|
Purchase of Common Stock
|
|
|
30,000
|
|
|
|
0.975
|
|
|
|
1/23/2018
|
|
Purchase of Common Stock
|
|
|
114,219
|
|
|
|
1.030
|
|
|
|
1/18/2018
|
|
Purchase of Common Stock
|
|
|
56,381
|
|
|
|
1.037
|
|
|
|
1/17/2018
|
|
Purchase of Common Stock
|
|
|
66,200
|
|
|
|
1.047
|
|
|
|
1/16/2018
|
|