|
1
|
NAME OF REPORTING PERSON
Lone Star Value Investors GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
|
|
1
|
NAME OF REPORTING PERSON
Lone Star Value Management, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
|
The following constitutes Amendment No. 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
The shares of Common Stock purchased by Lone Star Value Investors 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 private transactions as set forth herein. On September 30, 2013, Lone Star Value Investors acquired 60,588 shares of Common Stock from Mr. Eberwein in an internal transfer. The aggregate purchase price of the 60,588 shares of Common Stock was approximately $481,415, including brokerage commissions. On October 7, 2014, Lone Star Value Investors converted the $500,000 of principal of the convertible promissory note issued to Lone Star Value Investors by the Issuer on April 1, 2014 (the “LS Convertible Promissory Note”) into 107,297 shares of Common Stock.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to add the following:
As previously disclosed, on April 1, 2014, the Issuer issued the LS Convertible Promissory Note to Lone Star Value Investors. On October 7, 2014, Lone Star Value Investors converted the LS Convertible Promissory Note into 107,297 shares of Common Stock at the rate of $4.66 per share.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 1,186,473 shares of Common Stock outstanding as of October 7, 2014, consisting of the (i) 1,079,176 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2014, and (ii) 107,297 shares of Common Stock issued upon the conversion of the LS Convertible Promissory Note on October 7, 2014.
|
A.
|
Lone Star Value Investors
|
|
|
(a)
|
As of the close of business on October 8, 2014, Lone Star Value Investors beneficially owned 167,885 shares of Common Stock.
|
Percentage: Approximately 14.1%
|
|
(b)
|
1. Sole power to vote or direct vote: 167,885
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 167,885
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Except as set forth in Item 4 regarding the conversion of the LS Convertible Promissory Note, Lone Star Value Investors has not entered into any transactions in the shares of Common Stock during the past 60 days.
|
|
|
(a)
|
Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 167,885 shares of Common Stock owned by Lone Star Value Investors.
|
Percentage: Approximately 14.1%
|
|
(b)
|
1. Sole power to vote or direct vote: 167,885
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 167,885
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Lone Star Value GP has not entered into any transactions in the shares of Common Stock during the past 60 days.
|
|
C.
|
Lone Star Value Management
|
|
|
(a)
|
Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 167,885 shares of Common Stock owned by Lone Star Value Investors.
|
Percentage: Approximately 14.1%
|
|
(b)
|
1. Sole power to vote or direct vote: 167,885
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 167,885
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Lone Star Value Management has not entered into any transactions in the shares of Common Stock during the past 60 days.
|
|
|
(a)
|
Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the 167,885 shares of Common Stock owned by Lone Star Value Investors.
|
Percentage: Approximately 14.1%
|
|
(b)
|
1. Sole power to vote or direct vote: 167,885
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 167,885
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Mr. Eberwein has not entered into any transactions in the shares of Common Stock during the past 60 days.
|
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 of Common Stock directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended to add the following:
The disclosure set forth in Items 3 and 4 regarding the conversion of the LS Convertible Promissory Note is incorporated herein by reference.
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: October 9, 2014
| |
LONE STAR VALUE INVESTORS, LP
|
| |
|
| |
By:
|
Lone Star Value Investors GP, LLC
General Partner
|
| |
|
| |
By:
|
/s/ Jeffrey E. Eberwein
|
| |
|
Name:
|
Jeffrey E. Eberwein
|
| |
|
Title:
|
Manager
|
| |
LONE STAR VALUE INVESTORS GP, LLC
|
| |
|
| |
By:
|
/s/ Jeffrey E. Eberwein
|
| |
|
Name:
|
Jeffrey E. Eberwein
|
| |
|
Title:
|
Manager
|
| |
LONE STAR VALUE MANAGEMENT, LLC
|
| |
|
| |
|
| |
By:
|
/s/ Jeffrey E. Eberwein
|
| |
|
Name:
|
Jeffrey E. Eberwein
|
| |
|
Title:
|
Sole Member
|
| |
/s/ Jeffrey E. Eberwein
|
| |
JEFFREY E. EBERWEIN
|