The following constitutes Amendment No. 4 to Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended to add the following:
As a result of the dissolution of VSO IV, commenced on December 24, 2015, VSO IV no longer owns any Shares. Accordingly, VSO IV is no longer a Reporting Person for purposes of this Schedule 13D.
Since the filing of Amendment No. 3, Stephen L. Domenik, Kelvin Khoo and Nicholas Mitsakos ceased to be members of the Section 13(d) group and therefore are no longer Reporting Persons for purposes of this Schedule 13D.
The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
Effective December 28, 2015, certain of the remaining Reporting Persons underwent a name change. Accordingly, Item 2(a) is hereby amended and restated as follows:
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(a)
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This statement is filed by:
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(i)
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VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership formerly known as Vertex Opportunities Fund, LP, with respect to the Shares directly and beneficially owned by it;
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(ii)
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VIEX GP, LLC, a Delaware limited liability company formerly known as Vertex GP, LLC (“VIEX GP”), as the general partner of Series One;
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(iii)
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VIEX Capital Advisors, LLC, a Delaware limited liability company formerly known as Vertex Capital Advisors, LLC (“VIEX Capital”), as the investment manager of Series One; and
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(viii)
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Eric Singer, as the managing member of each of VIEX GP and VIEX Capital.
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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 Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
The Shares beneficially held by Series One were acquired with its working capital in privately negotiated transactions, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,250,000 Shares beneficially owned by Series One is approximately $5,388,530, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 22,633,465 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2015.
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(a)
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As of the close of business on December 28, 2015, Series One beneficially owned 1,250,000 Shares.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,250,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,250,000
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(c)
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The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,250,000 Shares owned by Series One.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,250,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,250,000
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(c)
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VIEX GP has not entered into any transactions in the Shares in the past sixty days. The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX Capital, as the investment manager to Series One, may be deemed the beneficial owner of the 1,250,000 Shares owned by Series One.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,250,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,250,000
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(c)
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VIEX Capital has not entered into any transactions in the Shares in the past sixty days. The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 1,250,000 Shares owned by Series One.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,250,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,250,000
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(c)
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Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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The filing of this Schedule 13D shall not be construed as 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 of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is amended to add the following:
Following the conclusion of the Issuer’s annual meeting of stockholders held on August 20, 2015, the Joint Filing and Solicitation Agreement dated March 17, 2015 terminated.
On December 29, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is amended to add the following:
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99.1
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Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer, dated December 29, 2015.
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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: December 29, 2015
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VIEX OPPORTUNITIES FUND, LP – SERIES ONE
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By:
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VIEX GP, LLC
General Partner
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX GP, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX CAPITAL ADVISORS, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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/s/ Eric Singer |
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ERIC SINGER
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SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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VIEX OPPORTUNITIES FUND, LP – SERIES ONE
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Purchase of Common Stock2
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550,000
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3.50
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12/24/2015
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