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
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.67%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
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
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
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
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.51%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
*
|
Consists
of the Shares owned directly by AB Value Partners and the Managed Account.
|
1
|
NAME
OF REPORTING PERSON
Bradley
Radoff
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
440,021
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
440,021
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,021
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
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
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.51%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
*
|
Consists
of the Shares owned directly by AB Value Partners and the Managed Account.
|
1
|
NAME
OF REPORTING PERSON
Mark
Riegel
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
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
|
1
|
NAME
OF REPORTING PERSON
Sandra
Elizabeth Taylor
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
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
|
1
|
NAME
OF REPORTING PERSON
Rhonda
J. Parish
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
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
|
The
following constitutes amendment number 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment
No. 10 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)
Bradley Radoff (“Mr. Radoff”), a private investor based in Houston, Texas;
(iv) 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”);
(v)
Mark Riegel (“Mr. Riegel”), as a nominee for the Board;
(vi)
Sandra Elizabeth Taylor (“Ms. Taylor”), as a nominee for the Board; and
(vii)
Rhonda J. Parish (“Ms. Parish”), as a nominee for the Board (Ms. Parish, together with Messrs. Berger and Riegel and Ms.
Taylor, 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 and Solicitation Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Amendment No. 10.
(b) The
address of the principal offices of each of AB Value Partners, AB Value Management and Mr. Berger is as follows: 208 Lenox Ave., #409,
Westfield, NJ 07090. The address of the principal office of Mr. Radoff is as follows: 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
The principal business address of Mr. Riegel is as follows: 11709 Roe Ave. Ste D239, Leawood, KS 66211. The principal business address
of Ms. Taylor is as follows: 1909 Waterfront Place, #201, Pittsburgh, PA 15222. The principal business address of Ms. Parish is as follows:
c/o AB Value, 208 Lenox Ave., #409, Westfield, NJ 07090.
(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. Radoff is serving as a private investor based in Houston, Texas. The principal occupation of
Mr. Berger is serving as the managing member of AB Value Management. The principal occupation of Mr. Riegel is serving as the President
and CEO of FroDo Baking Company, LLC, a national manufacturer and distributor of frozen dough products, as well as other baked goods,
to leading retailers. The principal occupation of Ms. Taylor is serving as the President and Chief Executive Officer of Sustainable Business
International LLC, an independent consultancy she founded which specializes in environmental sustainability and social responsibility
for global businesses. The principal occupation of Ms. Parish is serving as a Partner in the fractional general counsel practice at Atlanta-based
law firm Taylor English Duma LLP.
(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 judgement, 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 Messrs. Radoff, Berger and Riegel and Mses. Taylor and Parish is a citizen of the United States of America.
Item 3.
|
Source and Amount of Funds of Other Consideration.
|
Item
3 is hereby amended and restated as follows:
The
aggregate purchase price of the 460,189 Shares beneficially owned by 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 debt balances in the accounts.
The Shares purchased by Mr. Radoff
were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business) in open market purchases unless otherwise set forth on Schedule A, which is incorporated by reference herein. The aggregate
purchase price of the 440,021 Shares beneficially owned by Mr. Radoff is approximately $3,185,807.37, including brokerage commissions.
Item
4.
|
Purpose of Transaction.
|
Item
4 is hereby amended to add the following:
On September 7, 2021, the Reporting
Persons issued a press release (the “September 7 Press Release”) to set the record straight about the Issuer’s recent
governance changes and the Issuer’s settlement proposal and to urge stockholders to demand accountability by voting for the Nominees.
The full text of the September 7 Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On September 13, 2021, the Reporting
Persons filed a definitive proxy statement in connection with the Annual Meeting with the SEC to be used to solicit votes to elect each
of the Nominees to the Board, and to approve the business proposal for consideration by stockholders at the Annual Meeting, which calls
for the Issuer to redeem any poison pill previously issued and to abstain from adopting or extending any poison pill, unless such adoption
or extension has been submitted to a stockholder vote, as a separate ballot item, within the previous twelve (12) months.
Also on September 13, 2021, the
Reporting Persons issued a press release (the “September 13 Press Release”) exposing the half-truths contained in the Issuer’s
proxy materials and encouraging stockholders to learn the facts and vote the BLUE proxy card to for the Nominees. The full text
of the September 13 Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On
September 16, 2021, Mary Kennedy Thompson notified AB Value and the Issuer that she would not be standing for re-election as a director
at the Annual Meeting and withdrew her consent to serve as a nominee of the Issuer and the Reporting Persons. Also on September 16, 2021,
Ms. Thompson notified the Issuer of her resignation from her current role as a member of the Board.
On
September 17, 2021, the Reporting Persons issued an investor presentation (which was supplemented on September 20, 2021) critiquing the
Issuer’s current management, setting forth its plans to increase stockholder value at the Issuer, and showcasing the Nominees’
qualifications.
On
September 20, 2021, the Reporting Persons issued a press release (the “September 20 Press Release”) commenting on the Board’s
last-minute attempt to circumvent the stockholder franchise by reducing the number of directors on the Board from seven to six following
Ms. Thompson’s resignation. The full text of the September 20 Press Release is attached hereto as Exhibit 99.3 and is incorporated
herein by reference.
On September 21, 2021, the Reporting
Persons issued an investor presentation rebutting claims made in the Issuer’s investor presentation filed with the SEC on September
20, 2021.
On
September 22, 2021, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor issued a letter to stockholders (the “Stockholder
Letter”) regarding their ability to address the Issuer’s business challenges and their commitment to strong corporate governance.
The Reporting Persons announced the Stockholder Letter in a press release dated September 22, 2021 (the “September 22 Press Release”).
The full text of the September 22 Press Release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
On September 23, 2021, AB Value
filed a complaint in the Court of Chancery of the State of Delaware against the Company and certain members of the Board to hold the Issuer
accountable for its acts to disenfranchise stockholders by reducing the size of the Board from seven members to six members following
Ms. Thompson’s resignation, which the Reporting Persons believe has deprived stockholders of the full and fair opportunity to exercise
their right to vote for seven directors at the Annual Meeting.
On
September 24, 2021, the Reporting Persons filed an amendment to their definitive proxy statement, providing certain updates to the proxy
statement, including with respect to Ms. Thompson’s decision not to stand for election at the Annual Meeting.
Also on September 24, 2021, the
Reporting Persons issued a press release (the “September 24 Press Release”) announcing a town-hall style meeting to be held
on Monday, September 27, 2021, in which stockholders will have an opportunity to communicate directly with the Reporting Persons. The
full text of the September 24 Press Release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
Item 5.
|
Interest in Securities of the Issuer.
|
Item
5 is hereby amended and restated as follows:
(a) Each
Reporting Person’s beneficial ownership of the Common Stock as of the date of this Amendment No. 10 is reflected on that Reporting
Person’s cover page. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 900,210 shares of Common
Stock, representing approximately 14.70% of the issued and outstanding shares of Common Stock based upon 6,124,288 Shares outstanding
as of August 12, 2021, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement filed
on Schedule 14A with the Securities and Exchange Commission on September 9, 2021.
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. 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 owned by AB Value Management.
(b) Each
of 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. Mr. Radoff has the sole power to vote or dispose of the 440,021 Shares beneficially owned
by him. Mr. Riegel and Mses. Taylor and Parish do not have shared power to vote or dispose of any Shares.
(c) Except
as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Shares since the filing of Amendment No.
9 to Schedule 13D on August 27, 2021.
(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 Schedule 13D shall not be deemed 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 securities of the Issuer that he, she or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly
own.
Item
7.
|
Material
to be Filed as Exhibits.
|
Item
7 is hereby amended to add the following:
99.1
|
Press Release, dated September 7, 2021
|
99.2
|
Press Release, dated September 13, 2021
|
99.3
|
Press Release, dated September 20, 2021
|
99.4
|
Press Release, dated September 22, 2021
|
99.5
|
Press Release, dated September 24, 2021
|
SIGNATURES
After
reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
September 27, 2021
|
AB Value Partners, LP
|
|
|
|
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/ Bradley L. Radoff
|
|
Name:
|
Bradley L. Radoff
|
|
|
|
|
/s/ Andrew Berger
|
|
Name:
|
Andrew Berger
|
|
|
|
|
/s/ Mark Riegel
|
|
Name:
|
Mark Riegel
|
|
|
|
|
/s/ Sandra Elizabeth Taylor
|
|
Name:
|
Sandra Elizabeth Taylor
|
|
|
|
|
/s/ Rhonda J. Parish
|
|
Name:
|
Rhonda J. Parish
|
Schedule
A
Transactions
in the Shares Since August 27, 2021
The
following table sets forth all transactions with respect to the Common Stock effected since the filing of Amendment No. 9 to Schedule
13D on August 27, 2021.
Unless
otherwise indicated, all such transactions were effected in the open market.
AB
Value Partners, LP
None
AB
Value Management LLC
None
Bradley
L. Radoff
|
|
|
Price Per Share ($)
|
|
|
Net Shares of Common Stock Purchased
|
|
|
August 31, 2021
|
|
|
|
7.8931
|
|
|
|
34,999
|
|
|
September 1, 2021
|
|
|
|
7.9470
|
|
|
|
1,889
|
|
|
September 7, 2021
|
|
|
|
8.1998
|
|
|
|
12,448
|
|
|
September 8, 2021
|
|
|
|
8.2491
|
|
|
|
25,663
|
|
|
September 9, 2021
|
|
|
|
8.2706
|
|
|
|
28,624
|
|
|
September 24, 2021
|
|
|
|
7.4175
|
|
|
|
6,397
|
|
Andrew
T. Berger
None
Mark
Riegel
None
Sandra
Elizabeth Taylor
None
Rhonda
J. Parish
None