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).
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|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Becker Drapkin Management, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
102,093
|
|
8.
|
|
Shared Voting Power
3,164,770
|
|
9.
|
|
Sole Dispositive Power
102,093
|
|
10.
|
|
Shared Dispositive Power
3,164,770
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,266,863
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
9.2%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IA, PN
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Becker Drapkin Partners (QP), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
1,290,715
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
1,290,715
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,290,715
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
3.7%
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
|
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1.
|
|
Names of
Reporting Persons
Becker Drapkin Partners, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
198,467
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
198,467
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
198,467
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.6%
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
|
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1.
|
|
Names of
Reporting Persons
BD Partners VI, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
851,018
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
851,018
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
851,018
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
2.4%
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
BD Partners VI SPV, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
824,570
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
824,570
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
824,570
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
2.3%
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
|
|
1.
|
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Names of
Reporting Persons
BC Advisors, LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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
0
|
|
8.
|
|
Shared Voting Power
3,266,863
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,266,863
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,266,863
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
9.2%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Steven R. Becker
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of
Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
3,266,863
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,266,863
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,266,863
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
9.2%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Matthew A. Drapkin
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
AF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of
Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
3,266,863
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,266,863
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,266,863
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
9.2%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
This Amendment No. 2 to Schedule 13D (this
Amendment
) is filed by and on
behalf of each of the Reporting Persons to amend the Schedule 13D related to the common stock (the
Common Stock
), of Pacer International, Inc., a Tennessee corporation (the
Issuer
), previously filed by the
Reporting Persons with the Securities and Exchange Commission (the
Commission
) on May 6, 2013, as amended and or/supplemented by Amendment No. 1 to the Schedule 13D filed on August 21, 2013 (as amended, the
Schedule 13D
). This Amendment reflects changes to beneficial ownership as a result of the acquisition of additional shares of Common Stock by the Reporting Persons. Each capitalized term used and not defined herein shall have
the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 2. Identity and Background
Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This Statement is filed jointly on behalf of the following persons (collectively, the
Reporting Persons
): Becker
Drapkin Management, L.P., a Texas limited partnership (
BD Management
); Becker Drapkin Partners (QP), L.P., a Texas limited partnership (
Becker Drapkin QP
); Becker Drapkin Partners, L.P., a Texas limited
partnership (
Becker Drapkin, L.P.
); BD Partners VI, L.P., a Texas limited partnership (
BD Partners VI
); BD Partners VI SPV, L.P., a Delaware limited partnership (
BD Partners VI SPV
); BC
Advisors, LLC, a Texas limited liability company (
BCA
); Steven R. Becker (
Mr. Becker
); and Matthew A. Drapkin (
Mr. Drapkin
). The Reporting Persons are filing this Statement jointly, and the
agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the
Joint Filing Agreement
).
Becker Drapkin QP, Becker Drapkin, L.P., BD Partners VI and BD Partners VI SPV are collectively referred to herein as the
Becker
Drapkin Funds
.
Mr. Becker and Mr. Drapkin are the sole members of BCA, and BCA is the general partner of BD
Management. Mr. Becker and Mr. Drapkin are also limited partners of Becker Drapkin QP, Becker Drapkin, L.P., BD Partners VI and BD Management. BD Management is the general partner of, and investment manager for, the Becker Drapkin Funds
and is the investment manager for a separate managed account on behalf of an investment advisory client (the
Managed Account
).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons expended an aggregate amount equal to $17,472,780.91 (including commissions) to purchase 3,266,863 shares of
Common Stock. Funds used to purchase reported securities held in the accounts of the Becker Drapkin Funds have come from working capital of the Becker Drapkin Funds, which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business. Funds used to purchase reported securities held by the Managed Account have come from the funds of the Managed Account.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each
Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
Each Reporting Person declares that neither the filing of this
Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
(b) Number of shares as to which each Reporting Person has:
|
(i)
|
sole power to vote or to direct the vote:
|
See Item 7 on the cover page(s) hereto.
|
(ii)
|
shared power to vote or to direct the vote:
|
See Item 8 on the cover page(s) hereto.
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
See Item 9 on the cover page(s)
hereto.
|
(iv)
|
shared power to dispose or to direct the disposition of:
|
See Item 10 on the cover
page(s) hereto.
The Becker Drapkin Funds and the Managed Account are the record and direct beneficial owners of the securities covered by
this Schedule 13D.
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition
of) the shares of Common Stock beneficially owned by Becker Drapkin QP (the
Becker Drapkin QP Shares
). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, BD Partners VI Shares, BD Partners VI
SPV Shares and the Managed Account Shares.
Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose
or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin, L.P. (the
Becker Drapkin, L.P. Shares
). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares, BD
Partners VI Shares, BD Partners VI SPV Shares and the Managed Account Shares.
BD Partners VI has the power to vote or to direct the vote
of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by BD Partners VI (the
BD Partners VI Shares
). BD Partners VI disclaims beneficial ownership of the Becker Drapkin, L.P.
Shares, Becker Drapkin QP Shares, BD Partners VI SPV Shares and the Managed Account Shares.
BD Partners VI SPV has the power to vote or
to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by BD Partners VI SPV (the
BD Partners VI SPV Shares
, and together with the Becker Drapkin QP Shares, the
Becker Drapkin, L.P. Shares, the BD Partners VI Shares, the Becker Drapkin Funds Shares). BD Partners VI SPV disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, Becker Drapkin QP Shares, BD Partners VI Shares and the
Managed Account Shares.
As general partner of each of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote
of (and to dispose or direct the disposition of) any shares of Common Stock beneficially owned by the Managed Account (the
Managed Account Shares
). BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares
and the Managed Account Shares.
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management. BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of
Common Stock beneficially owned by BD Management.
As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have
the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares
of Common Stock beneficially owned by BCA.
As of the date hereof, no Reporting Person owns any shares of Common Stock other than those
set forth in this Item 5.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of
Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.
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|
|
|
|
|
|
|
|
|
|
Transaction
Date
|
|
Effecting
Person(s)
|
|
Shares
Acquired
|
|
Shares
Disposed
|
|
Price
Per Share
|
|
Description
of Transaction
|
08/30/2013
|
|
BD Partners VI SPV
|
|
31,500
|
|
|
|
$6.0815(1)
|
|
Open Market Transaction
|
09/04/2013
|
|
BD Partners VI SPV
|
|
6,949
|
|
|
|
$6.1046(2)
|
|
Open Market Transaction
|
09/05/2013
|
|
BD Partners VI SPV
|
|
10,499
|
|
|
|
$6.1192(2)
|
|
Open Market Transaction
|
09/06/2013
|
|
BD Partners VI SPV
|
|
7,000
|
|
|
|
$6.1180(2)
|
|
Open Market Transaction
|
09/09/2013
|
|
BD Partners VI SPV
|
|
60,785
|
|
|
|
$6.1342(1)
|
|
Open Market Transaction
|
09/16/2013
|
|
BD Partners VI SPV
|
|
87,750
|
|
|
|
$6.1427(1)
|
|
Open Market Transaction
|
09/26/2013
|
|
BD Partners VI SPV
|
|
3,100
|
|
|
|
$6.1374(1)
|
|
Open Market Transaction
|
09/27/2013
|
|
BD Partners VI SPV
|
|
1,800
|
|
|
|
$6.1244(1)
|
|
Open Market Transaction
|
09/30/2013
|
|
BD Partners VI SPV
|
|
93
|
|
|
|
$6.1500(1)
|
|
Open Market Transaction
|
10/02/2013
|
|
BD Partners VI SPV
|
|
28,701
|
|
|
|
$6.1426(1)
|
|
Open Market Transaction
|
10/03/2013
|
|
BD Partners VI SPV
|
|
20,000
|
|
|
|
$6.1049(2)
|
|
Open Market Transaction
|
10/03/2013
|
|
Managed Account
|
|
64,010
|
|
|
|
$6.1049(2)
|
|
Open Market Transaction
|
10/07/2013
|
|
Managed Account
|
|
28,330
|
|
|
|
$6.0874(1)
|
|
Open Market Transaction
|
10/07/2013
|
|
Managed Account
|
|
200
|
|
|
|
$6.0500(1)
|
|
Open Market Transaction
|
10/08/2013
|
|
Managed Account
|
|
9,553
|
|
|
|
$6.0585(1)
|
|
Open Market Transaction
|
(1)
|
Excluding commissions of $0.04 per share.
|
(2)
|
Excluding commissions of $0.03 per share.
|
(d) No person other than the Reporting Persons has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The following exhibits are filed as exhibits hereto:
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
24.1
|
|
Power of Attorney, dated March 16, 2013, signed by Steven R. Becker (incorporated by reference to Exhibit 2 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons
with the Commission)
|
|
|
24.2
|
|
Power of Attorney, dated March 16, 2013, signed by Matthew A. Drapkin (incorporated by reference to Exhibit 3 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting
Persons with the Commission)
|
|
|
24.3
|
|
Power of Attorney, dated August 21, 2013 (incorporated by reference to Exhibit 24.3 to the amendment to Schedule 13D relating to the Common Stock of the Issuer filed on August 21, 2013 by the Reporting Persons with the
Commission)
|
|
|
99.1
|
|
Joint Filing Agreement, dated May 6, 2013, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners VI, L.P.; BD Partners VI SPV, L.P.; BC Advisors, LLC;
Steven R. Becker; and Matthew A. Drapkin (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
|
|
|
|
Date: October 10, 2013
|
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BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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BECKER DRAPKIN PARTNERS (QP), L.P.
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By:
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Becker Drapkin Management, L.P.
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Its:
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General Partner
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, L.P.
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By:
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Becker Drapkin Management, L.P.
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Its:
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General Partner
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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BD PARTNERS VI, L.P.
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By:
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Becker Drapkin Management, L.P.
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Its:
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General Partner
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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BD PARTNERS VI SPV, L.P.
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By:
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Becker Drapkin Management, L.P.
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Its:
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General Partner
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By:
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BC Advisors, LLC
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Its:
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General Partner
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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BC ADVISORS, LLC
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By:
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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STEVEN R. BECKER
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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MATTHEW A. DRAPKIN
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/s/ Ashley Sekimoto
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Name:
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Ashley Sekimoto
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Title:
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Attorney-in-Fact
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EXHIBIT INDEX
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24.1
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Power of Attorney, dated March 16, 2013, signed by Steven R. Becker (incorporated by reference to Exhibit 2 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons
with the Commission)
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24.2
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Power of Attorney, dated March 16, 2013, signed by Matthew A. Drapkin (incorporated by reference to Exhibit 3 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting
Persons with the Commission)
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24.3
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Power of Attorney, dated August 21, 2013 (incorporated by reference to Exhibit 24.3 to the amendment to Schedule 13D relating to the Common Stock of the Issuer filed on August 21, 2013 by the Reporting Persons with the
Commission)
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99.1
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Joint Filing Agreement, dated May 6, 2013, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners VI, L.P.; BD Partners VI SPV, L.P.; BC Advisors, LLC;
Steven R. Becker; and Matthew A. Drapkin (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)
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