SCHEDULE
14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☒ |
Soliciting Material under Rule 14a-12 |
AROTECH
CORPORATION
(Name of Registrant as Specified in its
Charter)
Ephraim Fields
Keith Rosenbloom
Cruiser Capital Advisors, LLC
Lawrence F. Hagenbuch
Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11. |
| 1. | Title of each class of securities to which transaction applies: |
| 2. | Aggregate number of securities to which transaction applies: |
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined): |
| 4. | Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1. | Amount Previously Paid: |
| 2. | Form, Schedule or Registration Statement No.: |
Ephraim Fields Announces the Nomination
of Directors of Arotech Corporation
Ephraim
Fields is pleased to announce the nomination of Mr. Ephraim Fields, Mr. Keith Rosenbloom and Mr. Lawrence F. Hagenbuch
to serve as directors of Arotech Corporation, in opposition to the slate of director nominees which will be nominated by Arotech
Corporation. Arotech Corporation’s 2016 Annual Meeting of Stockholders will be held on a date to be announced by the company.
Ephraim Fields plans to file proxy materials with the Securities and Exchange Commission asking for stockholders to vote for their
nominees on the WHITE proxy card. Attached hereto are copies of (1) a Notice of Intent to Nominate Directors that Ephraim Fields
sent to the Company on December 10, 2015; (2) a press release that Ephraim Fields issued,
on December 10, 2015, regarding the nomination of directors by Ephraim Fields; and (3) a letter that Ephraim Fields sent to the Board of Directors of Arotech Corporation,
on December 10, 2015, regarding the nomination of directors by Ephraim Fields.
Important Information
This filing is not
a solicitation of a proxy from any security holder of Arotech Corporation (the “Company”). Ephraim Fields has
nominated Mr. Ephraim Fields, Mr. Keith Rosenbloom and Mr. Lawrence F. Hagenbuch as nominees to the Company’s board of directors
and intends to solicit votes for the election of Mr. Ephraim Fields, Mr. Keith Rosenbloom and Mr. Lawrence F. Hagenbuch as members
of the Company’s board of directors (the “Nominees”). Ephraim Fields will send a definitive proxy statement,
WHITE proxy card and related proxy materials to stockholders of the Company seeking their support of the Nominees at the Company’s
2016 Annual Meeting of Stockholders. Stockholders are urged to read the definitive proxy statement and WHITE proxy card when
they become available, because they will contain important information about Ephraim Fields, the other Nominees, the Company and
related matters. Stockholders may obtain a free copy of the definitive proxy statement and WHITE proxy card (when available)
and other documents filed by Ephraim Fields with the Securities and Exchange Commission (“SEC”) at the SEC’s
web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by Ephraim Fields
with the SEC may also be obtained free of charge from Ephraim Fields.
Participants in Solicitation
The following persons
are participants in the solicitation from the Company’s stockholders of proxies in favor of the Nominees: Ephraim Fields,
Keith Rosenbloom, Cruiser Capital Advisors, LLC and Lawrence F. Hagenbuch. The participants may have interests in the solicitation,
including as a result of holding shares of the Company’s common stock. Information regarding the participants and their
interests may be found in the attached Notice of Intent to Nominate Directors that Ephraim Fields sent to the Company on December
10, 2015, which is incorporated herein by reference.
Notice of Intent to Nominate Directors
December 10, 2015
Certified Mail Return Receipt Requested
and Overnight Delivery
Attention: Secretary of the Corporation, Yaakov Har-Oz
Arotech Corporation
1229 Oak Valley Drive
Ann Arbor, Michigan 48108
| Re: | Notice of Intent to Nominate Directors |
Ladies and Gentlemen:
This letter constitutes
a notice of intent by Ephraim Fields (the “Stockholder”) to nominate three persons for election as directors
of Arotech Corporation (the “Company”) at the 2016 Annual Meeting of Stockholders of the Company (the “Annual
Meeting”). Enclosed, the Stockholder submits his nominees for election at the Annual Meeting. This notice is being provided
to you pursuant to the Company’s charter documents (as filed with the Securities and Exchange Commission), which are silent
on the matter, and federal securities law. The Stockholder will resubmit this Notice of Intent to Nominate Directors within the
period referenced in the Company’s most recent proxy statement, such that it is resubmitted to the Company not less than
45 days nor more than 60 days prior to the Annual Meeting.
The Stockholder beneficially
owns in the aggregate 2,002,596 shares of the Company’s common stock, par value $0.01 per share (the “Shares”),
which includes 200,800 Shares underlying certain sold-short put options. In total, this represents approximately 8.1% of the Company’s
outstanding Shares.
By the fact of the
Stockholder’s submission of this notice of intent to nominate and submit his nominees for election, it is the Stockholders’
understanding that the Company will now generally be obligated under the federal securities laws to file a preliminary proxy statement
and form of proxy with the United States Securities and Exchange Commission to allow the Commission to review and comment on such
proxy materials.
The Stockholder hereby
notifies the Company that he intends to nominate Mr. Ephraim Fields, Mr. Keith Rosenbloom and Mr. Lawrence F. Hagenbuch for election
to the Board of Directors of the Company at the Annual Meeting. Enclosed is the written consent of Mr. Ephraim Fields, Mr. Keith
Rosenbloom and Mr. Lawrence F. Hagenbuch to be named in the proxy statement of the Stockholder and to serve as directors of the
Company if elected.
The Stockholder intends
to appear (or will direct a qualified representative of the Stockholder to appear) in person or by proxy at the Annual Meeting
to nominate Mr. Ephraim Fields, Mr. Keith Rosenbloom and Mr. Lawrence F. Hagenbuch, and the Stockholder intends to deliver a proxy
statement and form of WHITE proxy card to holders of at least the percentage of the Company’s outstanding capital stock required
to elect the nominees.
To the extent not prohibited
under the Company’s charter documents and applicable law, the Stockholder reserves the right to solicit proxies for the election
of a substitute nominee if the Company makes or announces any changes to its charter documents or takes or announces any other
action that has, or if consummated would have, the effect of disqualifying a nominee.
Provided below is information
that addresses information required by the Company’s charter documents (as filed with the Securities and Exchange Commission),
which are silent on the matter, and federal securities law in connection with the Stockholder’s nomination of directors.
As to Stockholder and Proposed Nominees:
A. Name, Age, and Address
Name |
Age |
Address |
|
|
|
Ephraim Fields |
49 |
c/o Echo Lake Capital
888 Seventh Avenue, 17th Floor
New York, NY 10019 |
Keith Rosenbloom |
47 |
c/o Cruiser Capital
888 Seventh Avenue, 17th Floor
New York, NY 10019 |
Lawrence F. Hagenbuch |
49 |
4309 Larchmont Ave
Dallas, TX 75205 |
B. Principal Occupation or Employment
and Qualifications
Ephraim Fields: |
Mr. Ephraim Fields is the founder of Echo Lake Capital, a value-oriented investment firm which invests in publicly traded U.S.
equities. Prior to founding Echo Lake, Ephraim was the founder and portfolio manager of Clarus Capital, a value-oriented investment
fund which invested primarily in small cap and microcap U.S. listed stocks. Earlier in his career Ephraim was an investment banker
at Credit Suisse, Donaldson, Lufkin and Jenrette, and Wasserstein Perella. Ephraim has an MBA from the Wharton School at the University
of Pennsylvania and a BSBA from Washington University in St. Louis. Ephraim has extensive experience in mergers and acquisitions,
debt and equity capital markets, microcap stocks and private equity investing. Mr. Fields is the son of an Israeli mother and
has spent significant time in Israel. |
Keith
Rosenbloom: |
Mr. Keith Rosenbloom is the co-founder of Cruiser Capital Advisors, LLC,
which acts as the investment advisor to pooled investment vehicles
(the “Cruiser Portfolios”) on a discretionary basis. He has managed the Cruiser Portfolios since inception.
Mr. Rosenbloom has over 25 years of investing experience with an emphasis on applying traditional value oriented private equity
techniques to public and private special situations. Prior to founding Cruiser Capital, Keith, co-founded and managed the CARE
Capital Group, an investment company focused on investing in hedge funds and creating alternative investment opportunities, where
he served as Portfolio Manager of the CARE Fund and CARE Market Neutral Fund. Prior to CARE Capital, Keith co-managed Comvest
Venture Partners, a private equity and bridge loan fund, and served as Director of Merchant Banking for Commonwealth Associates.
Keith also serves on a number of charitable boards including, Hillel International (Board of Governors), and Hatzalah (Israel's
private EMT service). Keith acts as an advisor to two family offices on their alternative investment portfolios. Keith graduated
cum laude from Yale University. Keith has extensive experience in corporate finance, mergers and acquisitions, and public market
and private equity investing. |
Lawrence F. Hagenbuch: |
Mr. Lawrence Hagenbuch is currently the Chief Operating Officer and Chief Financial
Officer for J. Hilburn, Inc., a custom clothier for men. The principal offices of J. Hilburn is located at located at 12700 Park
Central Drive, Suite 2000, Dallas, TX 75251. Mr. Hagenbuch has been with J Hilburn since May 2010. Mr. Hagenbuch also serves on
the board of directors of Remy International (NASDAQ REMY), since November 18, 2008, and currently serves on Remy International’s
audit and compensation committees. Mr. Hagenbuch has served in senior management positions for Suntx
Capital partners, Alix Partners, GE / GE capital, and American National Can. Mr. Hagenbuch began his professional career
in the United States Navy. Mr. Hagenbuch earned an undergraduate in engineering degree from Vanderbilt University and an MBA from
the Wharton School of the University of Pennsylvania. Mr. Hagenbuch has extensive experience in supply chain, operational and
profitability improvements, and through his background as a consultant and in senior management roles at various companies, he
brings considerable experience in implementing lean manufacturing discipline and in creating innovative business and marketing
strategies. |
The combination of
experience, skill sets, and qualifications discussed above led to the conclusion that each of the nominees should serve as a director
of the Company. Specifically, the nominees have gained familiarity with the Company’s financial statements and understand
both the demands of operating a business and the challenges currently facing the Company, which will make them a valuable resource
on the Board of Directors.
Furthermore, the role
of an effective director inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend,
discuss and critically analyze materials and issues that are presented so that the director may exercise judgment and reach conclusions
in fulfilling his duties and fiduciary obligations. The Stockholder believes that the background and expertise of each
of Messrs. Fields, Rosenbloom and Hagenbuch, as set forth above, evidence those abilities and are appropriate to his serving on
the Company’s board of directors.
The Stockholder believes
that Messrs. Fields, Rosenbloom and Hagenbuch would be deemed “independent” as that term is defined in the NASDAQ listing
standards. The Stockholder also believes that Messrs. Fields, Rosenbloom and Hagenbuch would each qualify as an “audit committee
financial expert,” as that term is defined by the Securities and Exchange Commission.
C. Shares Owned by the Nominees Either
Beneficially or of Record
Messrs. Fields and
Rosenbloom own Shares as reflected below. Mr. Hagenbuch does not own Shares, beneficially (directly or indirectly) or of record.
Messrs. Fields, Rosenbloom and Hagenbuch do not own any securities of any parent or subsidiary of the Company. To their knowledge,
none of their associates own any Shares beneficially (directly or indirectly).
Name of Nominee |
|
Class |
|
Amount |
|
|
|
|
|
Ephraim Fields |
|
Common |
|
2,002,596(1) |
|
|
|
|
|
Keith Rosenbloom |
|
Common |
|
337,251(2) |
______________
| (1) | Includes 200,800 shares underlying sold-short put options exercisable within 60 days. |
| (2) | As a Managing Member of Cruiser Capital Advisors, LLC, which acts as the investment advisor to
the Cruiser Portfolios on a discretionary basis, Mr. Rosenbloom has the power to direct the affairs of Cruiser Capital Advisors,
LLC, which has sole voting and dispositive power over the 336,728 shares of Common Stock held on behalf of the Cruiser Portfolios.
Mr. Rosenbloom owns 523 Shares of record in his personal account |
D. Interest of Certain Persons in
Company and Matters to Be Acted Upon
Except as otherwise
set forth herein, Mr. Fields is not, nor has he been within the past year, a party to any contract, arrangement or understanding
with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of
proxies. Mr. Fields has sold short in the over the counter market American-style put options, referencing 200,800 Shares, which
have an exercise price of $2.50 per Share and expire on February 19, 2016.
Mr. Fields does not
have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment
with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will
or may be a party.
Except as otherwise
set forth herein, Mr. Rosenbloom is not, nor has he been within the past year, a party to any contract, arrangement or understanding
with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of
proxies.
Mr. Rosenbloom does
not have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment
with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will
or may be a party.
Except as otherwise
set forth herein, Mr. Hagenbuch is not, nor has he been within the past year, a party to any contract, arrangement or understanding
with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of
proxies.
Mr. Hagenbuch does
not have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment
with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will
or may be a party.
The Stockholder has
no material interest in the election of the nominees other than in his capacity as a stockholder of the Company.
E. Other Information
Directorships of Other Publicly Owned
Companies
Messrs. Fields and
Rosenbloom do not presently serve, nor have they served during the past five years, as a director of any corporation, partnership
or other entity that has a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act, or any
corporation, partnership or other entity registered as an investment company under the Investment Company Act of 1940, as amended.
Mr. Hagenbuch serves on the board of directors of Remy International (NASDAQ REMY).
Material Proceedings Adverse to the
Company
To the knowledge of
the Stockholder and the nominees, there are no material proceedings to which the nominees, or any of their associates, is a party
adverse to the Company or any of its subsidiaries, and neither the nominees nor any of their associates has a material interest
adverse to the Company or any of its subsidiaries.
Transactions In Stock of the Company
The transactions identified
on Appendix A are those of Messrs. Fields and Rosenbloom and are the only transactions in Shares during the past two years.
Neither Mr. Fields nor Mr. Rosenbloom borrowed funds in connection with their transactions in Shares, nor did they utilize any
margin account. Mr. Hagenbuch had no transactions in Shares during the past two years.
Arrangements or Understandings with
Other Persons
The Stockholder will
reimburse Messrs. Rosenbloom and Hagenbuch for any expenses that they reasonably incur in connection with the intended solicitation
of proxies for use at the Annual Meeting. To Mr. Field’s knowledge, he has no arrangement or understandings with any other
person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company. To Mr.
Rosenbloom’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be
selected as a director or nominee for election as a director of the Company. To Mr. Hagenbuch’s knowledge, he has no arrangement
or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as
a director of the Company. None of the nominees is, and will not become, a party to any agreement, arrangement or understanding
with, and has not given any commitment or assurance to each other or any other person as to how he, if elected as a director of
the Company, will act or vote on any issue or question.
As of the date of this
letter, the Stockholder has not retained any person to make solicitations or recommendations to stockholders for the purpose of
assisting in the election of the nominees as directors.
Absence of any Family Relationships
None of the nominees
has any family relationship with any director or officer of the Company.
Absence of Involvement in Certain Legal
Proceedings
To the knowledge of
the nominees, and based on information in their possession, during the past ten years:
a.
No petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Fields, and no
receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Fields. In addition,
no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal
agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a
general partner, or any corporation or business association of which he is or was an executive officer at or within two years before
the time of such filing.
b.
Mr. Fields has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding
which is presently pending (excluding traffic violations or similar misdemeanors).
c.
Mr. Fields has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures
commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or any associated
person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with any such activity; (B) engaging in any type of business practice; or (C) engaging in
any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws.
d.
Mr. Fields has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of
any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity
described in clause c.(A) above, or his right to be associated with persons engaged in any such activity.
e.
Mr. Fields has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission
(“SEC”) or the CFTC to have violated any federal or state securities law or any federal commodities law, where
such judgment or finding has not been subsequently reversed, suspended or vacated.
f.
Except as noted below, Mr. Fields was not the subject of, or a party to, any federal or state judicial or administrative
order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (A)
Any federal or state securities or commodities law or regulation; (B) any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (C) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity. As described in SEC administrative proceeding, File No. 3-13962,
in July 2010, without admitting or denying any violation, Mr. Fields submitted an offer to the SEC to settle a matter by agreeing
to cease and desist from committing any violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder, to be censured and to pay a fifty thousand dollar penalty, with the offer of settlement being accepted in
the SEC’s order.
g.
Mr. Fields was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization, and registered entity, or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
To the knowledge of the nominees, and based
on information in their possession, during the past ten years:
a.
No petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Rosenbloom, and
no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Rosenbloom. In addition,
since January 1, 2005, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against,
and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership
in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer
at or within two years before the time of such filing.
b.
Mr. Rosenbloom has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding
which is presently pending (excluding traffic violations or similar misdemeanors).
c.
Mr. Rosenbloom has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the CFTC or any associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with
any such activity; (B) engaging in any type of business practice; or (C) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities
laws.
d.
Mr. Rosenbloom has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated,
of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any
activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
e.
Mr. Rosenbloom has not been found by a court of competent jurisdiction in a civil action or by the SEC or the CFTC to have
violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently
reversed, suspended or vacated.
f.
Mr. Rosenbloom was not the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (A) Any federal or state securities
or commodities law or regulation; (B) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and-desist order, or removal or prohibition order; or (C) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity.
g.
Mr. Rosenbloom was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization, and registered entity, or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
To the knowledge of the nominees, and based
on information in their possession, during the past ten years:
a.
No petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Hagenbuch, and
no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Hagenbuch. In addition,
since January 1, 2005, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against,
and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership
in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer
at or within two years before the time of such filing.
b.
Mr. Hagenbuch has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding
which is presently pending (excluding traffic violations or similar misdemeanors).
c.
Mr. Hagenbuch has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures
commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the CFTC or any associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any
such activity; (B) engaging in any type of business practice; or (C) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities
laws.
d.
Mr. Hagenbuch has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated,
of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any
activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
e.
Mr. Hagenbuch has not been found by a court of competent jurisdiction in a civil action or by the SEC or the CFTC to have
violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently
reversed, suspended or vacated.
f.
Mr. Hagenbuch was not the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (A) Any federal or state securities
or commodities law or regulation; (B) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and-desist order, or removal or prohibition order; or (C) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity.
g.
Mr. Hagenbuch was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization, and registered entity, or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
Material Proceedings Adverse to the
Company
To the knowledge of
the Stockholder and the other nominees, there are no material proceedings to which the nominees, or any of their associates, is
a party adverse to the Company or any of its subsidiaries, and neither the nominees nor any of their associates has a material
interest adverse to the Company or any of its subsidiaries.
Absence of Certain Transactions
To the knowledge of
the nominees, and based on information in their possession, since the beginning of the Company’s last fiscal year, none of
the nominees, nor any member of their immediate family, has had any direct or indirect material interest in any transaction in
which the Company was or is a participant, and none of the nominees, nor any member of their immediate family, has any direct or
indirect material interest in any currently proposed transaction in which the Company is to be a participant.
Section 16 Compliance
None of the nominees
is required to file reports under Section 16 of the Exchange Act with respect to Shares of the Company.
* * *
If the Company’s
board of directors or a committee thereof believes this notice is incomplete or otherwise deficient in any respect, please contact
the Stockholder immediately so that the Stockholder may promptly address any alleged deficiencies.
Very truly yours,
/s/ Ephraim Fields
Appendix A
Transactions by Ephraim Fields during the past two years:
Date of |
Amount of Shares |
|
Price |
|
Total Shares Then |
Transaction |
Acquired/-Sold |
|
Per Share |
|
Long/-Short |
3/19/2014 |
-29,719 |
|
$4.37 |
|
20,381 |
3/20/2014 |
29,719 |
|
$4.29 |
|
50,100 |
3/25/2014 |
-175,660 |
|
$4.85 |
|
-125,560 |
3/27/2014 |
-42,567 |
|
$5.65 |
|
-168,127 |
3/28/2014 |
-5,000 |
|
$5.67 |
|
-173,127 |
3/31/2014 |
-100 |
|
$6.25 |
|
-173,227 |
3/31/2014 |
-3,719 |
|
$6.24 |
|
-176,946 |
3/31/2014 |
9,000 |
|
$6.26 |
|
-167,946 |
3/31/2014 |
-5,100 |
|
$6.41 |
|
-173,046 |
3/31/2014 |
-3,900 |
|
$6.41 |
|
-176,946 |
4/1/2014 |
5,000 |
|
$5.54 |
|
-171,946 |
4/1/2014 |
-3,300 |
|
$5.59 |
|
-175,246 |
4/1/2014 |
-1,700 |
|
$5.60 |
|
-176,946 |
4/1/2014 |
9,700 |
|
$5.31 |
|
-167,246 |
4/2/2014 |
-6,000 |
|
$5.59 |
|
-173,246 |
4/3/2014 |
-5,000 |
|
$5.15 |
|
-178,246 |
4/3/2014 |
-15,000 |
|
$5.13 |
|
-193,246 |
4/3/2014 |
-9,795 |
|
$5.13 |
|
-203,041 |
4/3/2014 |
6,000 |
|
$5.19 |
|
-197,041 |
4/4/2014 |
100 |
|
$4.65 |
|
-196,941 |
4/4/2014 |
25,000 |
|
$4.74 |
|
-171,941 |
4/4/2014 |
13,919 |
|
$5.12 |
|
-158,022 |
4/10/2014 |
15,000 |
|
$4.43 |
|
-143,022 |
4/14/2014 |
7,000 |
|
$4.34 |
|
-136,022 |
4/16/2014 |
6,000 |
|
$4.34 |
|
-130,022 |
4/22/2014 |
3,339 |
|
$3.70 |
|
-126,683 |
4/22/2014 |
9,839 |
|
$3.69 |
|
-116,844 |
4/22/2014 |
15,000 |
|
$3.71 |
|
-101,844 |
4/22/2014 |
12,402 |
|
$3.76 |
|
-89,442 |
4/23/2014 |
180042 |
|
$3.82 |
|
90,600 |
4/24/2014 |
83300 |
|
$3.50 |
|
173,900 |
4/25/2014 |
200 |
|
$3.50 |
|
174,100 |
4/25/2014 |
7,375 |
|
$3.39 |
|
181,475 |
4/25/2014 |
5,100 |
|
$3.41 |
|
186,575 |
4/25/2014 |
1,539 |
|
$3.40 |
|
188,114 |
4/25/2014 |
1,800 |
|
$3.40 |
|
189,914 |
4/25/2014 |
2,661 |
|
$3.40 |
|
192,575 |
4/28/2014 |
100 |
|
$3.38 |
|
192,675 |
4/28/2014 |
19,900 |
|
$3.38 |
|
212,575 |
4/28/2014 |
1,259 |
|
$3.39 |
|
213,834 |
4/28/2014 |
20,000 |
|
$3.26 |
|
233,834 |
4/28/2014 |
20,000 |
|
$3.28 |
|
253,834 |
4/28/2014 |
2,100 |
|
$3.36 |
|
255,934 |
4/28/2014 |
3,574 |
|
$3.36 |
|
259,508 |
4/28/2014 |
100 |
|
$3.36 |
|
259,608 |
4/28/2014 |
5,356 |
|
$3.36 |
|
264,964 |
4/29/2014 |
2,018 |
|
$3.47 |
|
266,982 |
4/30/2014 |
-10,045 |
|
$3.47 |
|
256,937 |
4/30/2014 |
1,800 |
|
$3.49 |
|
258,737 |
4/30/2014 |
19,342 |
|
$3.45 |
|
278,079 |
5/1/2014 |
-4,200 |
|
$3.51 |
|
273,879 |
5/1/2014 |
-1,998 |
|
$3.50 |
|
271,881 |
5/1/2014 |
193 |
|
$3.43 |
|
272,074 |
5/5/2014 |
-188874 |
|
$4.02 |
|
83,200 |
5/6/2014 |
6,800 |
|
$3.71 |
|
90,000 |
5/13/2014 |
4,000 |
|
$3.72 |
|
94,000 |
5/14/2014 |
19,200 |
|
$3.89 |
|
113,200 |
5/14/2014 |
800 |
|
$3.88 |
|
114,000 |
5/14/2014 |
5,000 |
|
$3.87 |
|
119,000 |
5/14/2014 |
23 |
|
$3.90 |
|
119,023 |
5/14/2014 |
2,000 |
|
$3.88 |
|
121,023 |
5/14/2014 |
1,000 |
|
$3.87 |
|
122,023 |
5/14/2014 |
20,000 |
|
$3.89 |
|
142,023 |
5/14/2014 |
20,000 |
|
$3.89 |
|
162,023 |
5/15/2014 |
5,000 |
|
$4.11 |
|
167,023 |
5/15/2014 |
317 |
|
$4.12 |
|
167,340 |
5/15/2014 |
200 |
|
$4.11 |
|
167,540 |
5/15/2014 |
-19,200 |
|
$3.89 |
|
148,340 |
5/15/2014 |
-800 |
|
$3.88 |
|
147,540 |
5/15/2014 |
19,200 |
|
$3.89 |
|
166,740 |
5/15/2014 |
800 |
|
$3.88 |
|
167,540 |
5/20/2014 |
7,000 |
|
$4.44 |
|
174,540 |
5/20/2014 |
13,000 |
|
$4.44 |
|
187,540 |
5/21/2014 |
550 |
|
$4.35 |
|
188,090 |
5/22/2014 |
-49,417 |
|
$4.53 |
|
138,673 |
5/22/2014 |
-20,550 |
|
$4.52 |
|
118,123 |
5/22/2014 |
-25,023 |
|
$4.51 |
|
93,100 |
5/22/2014 |
-43,000 |
|
$4.52 |
|
50,100 |
7/11/2014 |
9,000 |
|
$3.54 |
|
59,100 |
7/14/2014 |
-969 |
|
$3.74 |
|
58,131 |
7/14/2014 |
100 |
|
$3.55 |
|
58,231 |
7/14/2014 |
9,900 |
|
$3.55 |
|
68,131 |
7/14/2014 |
3,000 |
|
$3.57 |
|
71,131 |
7/14/2014 |
2,480 |
|
$3.57 |
|
73,611 |
7/14/2014 |
3,720 |
|
$3.56 |
|
77,331 |
7/14/2014 |
800 |
|
$3.55 |
|
78,131 |
7/14/2014 |
-9,000 |
|
$3.55 |
|
69,131 |
7/14/2014 |
9,800 |
|
$3.55 |
|
78,931 |
7/14/2014 |
200 |
|
$3.55 |
|
79,131 |
7/15/2014 |
-8,000 |
|
$3.65 |
|
71,131 |
7/15/2014 |
4,000 |
|
$3.62 |
|
75,131 |
7/15/2014 |
4,000 |
|
$3.62 |
|
79,131 |
7/15/2014 |
-29,031 |
|
$3.69 |
|
50,100 |
7/17/2014 |
500 |
|
$3.54 |
|
50,600 |
7/17/2014 |
1,820 |
|
$3.54 |
|
52,420 |
7/17/2014 |
7,000 |
|
$3.62 |
|
59,420 |
7/17/2014 |
3,000 |
|
$3.60 |
|
62,420 |
7/17/2014 |
100 |
|
$3.58 |
|
62,520 |
7/17/2014 |
9,900 |
|
$3.59 |
|
72,420 |
7/17/2014 |
7,000 |
|
$3.59 |
|
79,420 |
7/17/2014 |
3,000 |
|
$3.59 |
|
82,420 |
7/17/2014 |
1,900 |
|
$3.56 |
|
84,320 |
7/17/2014 |
13,100 |
|
$3.56 |
|
97,420 |
7/18/2014 |
-13,944 |
|
$3.64 |
|
83,476 |
7/21/2014 |
-32,276 |
|
$3.72 |
|
51,200 |
7/21/2014 |
-100 |
|
$3.73 |
|
51,100 |
7/21/2014 |
-1,000 |
|
$3.74 |
|
50,100 |
9/22/2014 |
2,500 |
|
$3.24 |
|
52,600 |
9/22/2014 |
7,000 |
|
$3.25 |
|
59,600 |
9/22/2014 |
475 |
|
$3.25 |
|
60,075 |
9/22/2014 |
25 |
|
$3.25 |
|
60,100 |
9/22/2014 |
200 |
|
$3.25 |
|
60,300 |
9/22/2014 |
600 |
|
$3.25 |
|
60,900 |
9/22/2014 |
1,600 |
|
$3.25 |
|
62,500 |
9/23/2014 |
210 |
|
$3.21 |
|
62,710 |
9/23/2014 |
5,000 |
|
$3.21 |
|
67,710 |
9/30/2014 |
6,000 |
|
$3.25 |
|
73,710 |
9/30/2014 |
2,000 |
|
$3.24 |
|
75,710 |
10/1/2014 |
1,700 |
|
$3.18 |
|
77,410 |
10/1/2014 |
300 |
|
$3.19 |
|
77,710 |
10/1/2014 |
4,700 |
|
$3.19 |
|
82,410 |
10/2/2014 |
4,000 |
|
$3.03 |
|
86,410 |
10/2/2014 |
4,000 |
|
$3.06 |
|
90,410 |
10/2/2014 |
200 |
|
$3.13 |
|
90,610 |
10/2/2014 |
3,800 |
|
$3.14 |
|
94,410 |
10/2/2014 |
3,500 |
|
$3.05 |
|
97,910 |
10/6/2014 |
1,604 |
|
$3.27 |
|
99,514 |
10/6/2014 |
6,000 |
|
$3.26 |
|
105,514 |
10/8/2014 |
135 |
|
$3.06 |
|
105,649 |
10/8/2014 |
900 |
|
$3.13 |
|
106,549 |
10/8/2014 |
2,600 |
|
$3.15 |
|
109,149 |
10/9/2014 |
1,800 |
|
$3.04 |
|
110,949 |
10/9/2014 |
500 |
|
$3.04 |
|
111,449 |
10/9/2014 |
2,000 |
|
$3.04 |
|
113,449 |
10/9/2014 |
1,700 |
|
$3.04 |
|
115,149 |
10/9/2014 |
3,139 |
|
$3.04 |
|
118,288 |
10/9/2014 |
1,100 |
|
$3.06 |
|
119,388 |
10/10/2014 |
1,600 |
|
$2.90 |
|
120,988 |
10/10/2014 |
2,400 |
|
$2.90 |
|
123,388 |
10/10/2014 |
5,000 |
|
$2.83 |
|
128,388 |
10/10/2014 |
3,900 |
|
$2.88 |
|
132,288 |
10/10/2014 |
100 |
|
$2.87 |
|
132,388 |
10/10/2014 |
3,500 |
|
$2.75 |
|
135,888 |
10/13/2014 |
5,000 |
|
$2.73 |
|
140,888 |
10/13/2014 |
5,000 |
|
$2.73 |
|
145,888 |
10/13/2014 |
1,400 |
|
$2.76 |
|
147,288 |
10/13/2014 |
500 |
|
$2.76 |
|
147,788 |
10/13/2014 |
3,100 |
|
$2.76 |
|
150,888 |
10/13/2014 |
5,000 |
|
$2.72 |
|
155,888 |
10/13/2014 |
5,000 |
|
$2.72 |
|
160,888 |
10/15/2014 |
4,400 |
|
$2.76 |
|
165,288 |
10/16/2014 |
-10,000 |
|
$2.80 |
|
155,288 |
10/20/2014 |
13,900 |
|
$2.70 |
|
169,188 |
10/20/2014 |
15,000 |
|
$2.76 |
|
184,188 |
10/20/2014 |
15,000 |
|
$2.77 |
|
199,188 |
10/20/2014 |
15,000 |
|
$2.78 |
|
214,188 |
10/21/2014 |
200 |
|
$2.81 |
|
214,388 |
10/21/2014 |
4,000 |
|
$2.79 |
|
218,388 |
10/21/2014 |
1,900 |
|
$2.82 |
|
220,288 |
10/21/2014 |
4,000 |
|
$2.81 |
|
224,288 |
10/21/2014 |
3,000 |
|
$2.82 |
|
227,288 |
10/23/2014 |
-30,000 |
|
$2.87 |
|
197,288 |
10/23/2014 |
-15,000 |
|
$2.80 |
|
182,288 |
10/23/2014 |
1,200 |
|
$2.69 |
|
183,488 |
10/23/2014 |
1,850 |
|
$2.70 |
|
185,338 |
10/23/2014 |
950 |
|
$2.69 |
|
186,288 |
10/28/2014 |
1,034 |
|
$3.01 |
|
187,322 |
10/28/2014 |
3,966 |
|
$3.03 |
|
191,288 |
10/28/2014 |
4,000 |
|
$3.02 |
|
195,288 |
10/28/2014 |
3,700 |
|
$3.03 |
|
198,988 |
10/28/2014 |
300 |
|
$3.02 |
|
199,288 |
10/28/2014 |
3,600 |
|
$2.99 |
|
202,888 |
10/28/2014 |
400 |
|
$3.00 |
|
203,288 |
10/28/2014 |
4,000 |
|
$2.98 |
|
207,288 |
10/28/2014 |
4,000 |
|
$2.97 |
|
211,288 |
10/29/2014 |
3,000 |
|
$2.98 |
|
214,288 |
10/29/2014 |
3,000 |
|
$3.00 |
|
217,288 |
10/29/2014 |
4,000 |
|
$2.98 |
|
221,288 |
10/30/2014 |
3,900 |
|
$2.90 |
|
225,188 |
10/30/2014 |
100 |
|
$2.89 |
|
225,288 |
10/30/2014 |
5,300 |
|
$3.00 |
|
230,588 |
10/30/2014 |
400 |
|
$2.97 |
|
230,988 |
10/30/2014 |
300 |
|
$2.99 |
|
231,288 |
10/30/2014 |
6,000 |
|
$3.00 |
|
237,288 |
10/30/2014 |
3,000 |
|
$2.99 |
|
240,288 |
10/31/2014 |
-2,475 |
|
$2.96 |
|
237,813 |
11/3/2014 |
-200 |
|
$3.12 |
|
237,613 |
11/3/2014 |
-100 |
|
$3.12 |
|
237,513 |
11/3/2014 |
-100 |
|
$3.12 |
|
237,413 |
11/3/2014 |
1,178 |
|
$3.02 |
|
238,591 |
11/4/2014 |
10,000 |
|
$3.10 |
|
248,591 |
11/6/2014 |
-400 |
|
$3.06 |
|
248,191 |
11/6/2014 |
-5,000 |
|
$3.06 |
|
243,191 |
11/6/2014 |
-2,000 |
|
$3.06 |
|
241,191 |
11/6/2014 |
-7,500 |
|
$3.06 |
|
233,691 |
11/11/2014 |
92,466 |
|
$2.59 |
|
326,157 |
11/12/2014 |
7,000 |
|
$2.39 |
|
333,157 |
11/12/2014 |
8,000 |
|
$2.41 |
|
341,157 |
11/12/2014 |
100 |
|
$2.41 |
|
341,257 |
11/12/2014 |
159 |
|
$2.41 |
|
341,416 |
11/12/2014 |
7,000 |
|
$2.40 |
|
348,416 |
11/12/2014 |
6,900 |
|
$2.40 |
|
355,316 |
11/12/2014 |
100 |
|
$2.40 |
|
355,416 |
11/12/2014 |
3,400 |
|
$2.40 |
|
358,816 |
11/12/2014 |
3,600 |
|
$2.40 |
|
362,416 |
11/12/2014 |
200 |
|
$2.40 |
|
362,616 |
11/12/2014 |
6,800 |
|
$2.40 |
|
369,416 |
11/12/2014 |
600 |
|
$2.44 |
|
370,016 |
11/12/2014 |
6,300 |
|
$2.44 |
|
376,316 |
11/12/2014 |
100 |
|
$2.44 |
|
376,416 |
11/12/2014 |
-9,500 |
|
$2.54 |
|
366,916 |
11/12/2014 |
9,500 |
|
$2.54 |
|
376,416 |
11/13/2014 |
1,300 |
|
$2.36 |
|
377,716 |
11/13/2014 |
601 |
|
$2.35 |
|
378,317 |
11/13/2014 |
1,556 |
|
$2.40 |
|
379,873 |
11/13/2014 |
600 |
|
$2.47 |
|
380,473 |
11/13/2014 |
2,400 |
|
$2.46 |
|
382,873 |
11/13/2014 |
230 |
|
$2.46 |
|
383,103 |
11/13/2014 |
17 |
|
$2.45 |
|
383,120 |
11/13/2014 |
2,400 |
|
$2.45 |
|
385,520 |
11/13/2014 |
3,600 |
|
$2.46 |
|
389,120 |
11/13/2014 |
1,120 |
|
$2.44 |
|
390,240 |
11/13/2014 |
1,633 |
|
$2.47 |
|
391,873 |
11/13/2014 |
6,000 |
|
$2.41 |
|
397,873 |
11/13/2014 |
6,000 |
|
$2.42 |
|
403,873 |
11/13/2014 |
5,100 |
|
$2.43 |
|
408,973 |
11/17/2014 |
5,000 |
|
$2.12 |
|
413,973 |
11/17/2014 |
5,000 |
|
$2.17 |
|
418,973 |
11/18/2014 |
100 |
|
$2.19 |
|
419,073 |
11/19/2014 |
150 |
|
$2.20 |
|
419,223 |
11/21/2014 |
2,064 |
|
$2.26 |
|
421,287 |
11/21/2014 |
1,200 |
|
$2.27 |
|
422,487 |
11/21/2014 |
4,800 |
|
$2.27 |
|
427,287 |
11/21/2014 |
100 |
|
$2.25 |
|
427,387 |
11/21/2014 |
3,700 |
|
$2.25 |
|
431,087 |
11/21/2014 |
2,100 |
|
$2.25 |
|
433,187 |
11/21/2014 |
1,917 |
|
$2.26 |
|
435,104 |
11/21/2014 |
6,000 |
|
$2.26 |
|
441,104 |
11/21/2014 |
5,800 |
|
$2.26 |
|
446,904 |
11/21/2014 |
200 |
|
$2.26 |
|
447,104 |
11/24/2014 |
2,400 |
|
$2.27 |
|
449,504 |
11/24/2014 |
3,600 |
|
$2.27 |
|
453,104 |
11/24/2014 |
6,000 |
|
$2.27 |
|
459,104 |
11/25/2014 |
9,000 |
|
$2.27 |
|
468,104 |
11/25/2014 |
100 |
|
$2.21 |
|
468,204 |
11/25/2014 |
4,400 |
|
$2.21 |
|
472,604 |
11/25/2014 |
4,500 |
|
$2.21 |
|
477,104 |
11/25/2014 |
4,000 |
|
$2.22 |
|
481,104 |
11/25/2014 |
900 |
|
$2.26 |
|
482,004 |
11/25/2014 |
200 |
|
$2.26 |
|
482,204 |
11/25/2014 |
4,000 |
|
$2.25 |
|
486,204 |
11/26/2014 |
39,400 |
|
$2.26 |
|
525,604 |
11/28/2014 |
3,400 |
|
$2.23 |
|
529,004 |
11/28/2014 |
1,200 |
|
$2.25 |
|
530,204 |
11/28/2014 |
600 |
|
$2.25 |
|
530,804 |
11/28/2014 |
2,800 |
|
$2.28 |
|
533,604 |
11/28/2014 |
200 |
|
$2.27 |
|
533,804 |
11/28/2014 |
2,600 |
|
$2.28 |
|
536,404 |
11/28/2014 |
1,230 |
|
$2.28 |
|
537,634 |
11/28/2014 |
1,470 |
|
$2.27 |
|
539,104 |
11/28/2014 |
300 |
|
$2.26 |
|
539,404 |
12/1/2014 |
93,293 |
|
$2.19 |
|
632,697 |
12/2/2014 |
1,507 |
|
$2.30 |
|
634,204 |
12/2/2014 |
6,900 |
|
$2.30 |
|
641,104 |
12/2/2014 |
1,193 |
|
$2.29 |
|
642,297 |
12/2/2014 |
9,600 |
|
$2.30 |
|
651,897 |
12/2/2014 |
100 |
|
$2.27 |
|
651,997 |
12/3/2014 |
100 |
|
$2.40 |
|
652,097 |
12/3/2014 |
1,842 |
|
$2.40 |
|
653,939 |
12/3/2014 |
1,000 |
|
$2.36 |
|
654,939 |
12/3/2014 |
3,000 |
|
$2.37 |
|
657,939 |
12/4/2014 |
-1,507 |
|
$2.30 |
|
656,432 |
12/4/2014 |
-6,900 |
|
$2.30 |
|
649,532 |
12/4/2014 |
-1,193 |
|
$2.29 |
|
648,339 |
12/4/2014 |
-9,600 |
|
$2.30 |
|
638,739 |
12/4/2014 |
-100 |
|
$2.27 |
|
638,639 |
12/4/2014 |
6,000 |
|
$2.35 |
|
644,639 |
12/4/2014 |
1,507 |
|
$2.30 |
|
646,146 |
12/4/2014 |
6,900 |
|
$2.30 |
|
653,046 |
12/4/2014 |
1,193 |
|
$2.29 |
|
654,239 |
12/4/2014 |
9,600 |
|
$2.30 |
|
663,839 |
12/4/2014 |
100 |
|
$2.27 |
|
663,939 |
12/5/2014 |
-1,507 |
|
$2.30 |
|
662,432 |
12/5/2014 |
-6,900 |
|
$2.30 |
|
655,532 |
12/5/2014 |
-1,193 |
|
$2.29 |
|
654,339 |
12/5/2014 |
-9,600 |
|
$2.30 |
|
644,739 |
12/5/2014 |
-100 |
|
$2.27 |
|
644,639 |
12/5/2014 |
1,300 |
|
$2.30 |
|
645,939 |
12/5/2014 |
1,507 |
|
$2.30 |
|
647,446 |
12/5/2014 |
6,900 |
|
$2.30 |
|
654,346 |
12/5/2014 |
1,193 |
|
$2.29 |
|
655,539 |
12/5/2014 |
9,600 |
|
$2.30 |
|
665,139 |
12/5/2014 |
100 |
|
$2.27 |
|
665,239 |
12/11/2014 |
1,850 |
|
$2.25 |
|
667,089 |
12/11/2014 |
650 |
|
$2.26 |
|
667,739 |
12/11/2014 |
800 |
|
$2.27 |
|
668,539 |
12/11/2014 |
3,300 |
|
$2.24 |
|
671,839 |
12/11/2014 |
1,000 |
|
$2.23 |
|
672,839 |
12/11/2014 |
-9,599 |
|
$2.24 |
|
663,240 |
12/11/2014 |
4,300 |
|
$2.25 |
|
667,540 |
12/11/2014 |
2,200 |
|
$2.26 |
|
669,740 |
12/11/2014 |
1,760 |
|
$2.26 |
|
671,500 |
12/11/2014 |
2,640 |
|
$2.26 |
|
674,140 |
12/11/2014 |
3,000 |
|
$2.25 |
|
677,140 |
12/11/2014 |
400 |
|
$2.26 |
|
677,540 |
12/11/2014 |
5,000 |
|
$2.25 |
|
682,540 |
12/11/2014 |
2,000 |
|
$2.26 |
|
684,540 |
12/11/2014 |
4,400 |
|
$2.25 |
|
688,940 |
12/11/2014 |
2,000 |
|
$2.25 |
|
690,940 |
12/11/2014 |
1,625 |
|
$2.24 |
|
692,565 |
12/11/2014 |
100 |
|
$2.24 |
|
692,665 |
12/11/2014 |
4,500 |
|
$2.24 |
|
697,165 |
12/11/2014 |
4,900 |
|
$2.26 |
|
702,065 |
12/11/2014 |
100 |
|
$2.25 |
|
702,165 |
12/12/2014 |
2,400 |
|
$2.24 |
|
704,565 |
12/12/2014 |
3,600 |
|
$2.24 |
|
708,165 |
12/12/2014 |
5,000 |
|
$2.24 |
|
713,165 |
12/12/2014 |
500 |
|
$2.24 |
|
713,665 |
12/12/2014 |
4,000 |
|
$2.24 |
|
717,665 |
12/12/2014 |
3,000 |
|
$2.24 |
|
720,665 |
12/15/2014 |
107,220 |
|
$2.26 |
|
827,885 |
12/16/2014 |
5,200 |
|
$2.33 |
|
833,085 |
12/16/2014 |
15,800 |
|
$2.31 |
|
848,885 |
12/16/2014 |
20,000 |
|
$2.31 |
|
868,885 |
12/16/2014 |
19,700 |
|
$2.31 |
|
888,585 |
12/16/2014 |
300 |
|
$2.31 |
|
888,885 |
12/16/2014 |
2,000 |
|
$2.26 |
|
890,885 |
12/16/2014 |
7,800 |
|
$2.29 |
|
898,685 |
12/16/2014 |
7,100 |
|
$2.30 |
|
905,785 |
12/16/2014 |
3,000 |
|
$2.28 |
|
908,785 |
12/16/2014 |
100 |
|
$2.30 |
|
908,885 |
12/16/2014 |
20,000 |
|
$2.26 |
|
928,885 |
12/16/2014 |
600 |
|
$2.25 |
|
929,485 |
12/16/2014 |
17,400 |
|
$2.26 |
|
946,885 |
12/16/2014 |
400 |
|
$2.25 |
|
947,285 |
12/16/2014 |
1,600 |
|
$2.25 |
|
948,885 |
12/17/2014 |
5,600 |
|
$2.36 |
|
954,485 |
12/17/2014 |
10,000 |
|
$2.36 |
|
964,485 |
12/18/2014 |
98,716 |
|
$2.48 |
|
1,063,201 |
12/19/2014 |
11,161 |
|
$2.40 |
|
1,074,362 |
12/19/2014 |
3,839 |
|
$2.41 |
|
1,078,201 |
12/19/2014 |
5,000 |
|
$2.42 |
|
1,083,201 |
12/19/2014 |
3,000 |
|
$2.42 |
|
1,086,201 |
12/29/2014 |
7,000 |
|
$2.26 |
|
1,093,201 |
12/29/2014 |
3,600 |
|
$2.27 |
|
1,096,801 |
12/29/2014 |
400 |
|
$2.26 |
|
1,097,201 |
1/12/2015 |
5,500 |
|
$2.41 |
|
1,102,701 |
1/12/2015 |
100 |
|
$2.41 |
|
1,102,801 |
1/12/2015 |
300 |
|
$2.41 |
|
1,103,101 |
1/12/2015 |
100 |
|
$2.33 |
|
1,103,201 |
1/16/2015 |
1,000 |
|
$2.32 |
|
1,104,201 |
1/20/2015 |
900 |
|
$2.26 |
|
1,105,101 |
1/20/2015 |
100 |
|
$2.26 |
|
1,105,201 |
1/20/2015 |
1,400 |
|
$2.26 |
|
1,106,601 |
1/20/2015 |
400 |
|
$2.27 |
|
1,107,001 |
1/23/2015 |
9,000 |
|
$2.27 |
|
1,116,001 |
1/30/2015 |
-43,200 |
|
$0.00 |
|
1,072,801 |
2/3/2015 |
9,000 |
|
$2.26 |
|
1,081,801 |
2/3/2015 |
9,000 |
|
$2.26 |
|
1,090,801 |
2/10/2015 |
2,650 |
|
$2.40 |
|
1,093,451 |
2/10/2015 |
5,350 |
|
$2.39 |
|
1,098,801 |
2/11/2015 |
10,000 |
|
$2.49 |
|
1,108,801 |
2/11/2015 |
100 |
|
$2.49 |
|
1,108,901 |
2/11/2015 |
2,500 |
|
$2.49 |
|
1,111,401 |
2/11/2015 |
1,900 |
|
$2.49 |
|
1,113,301 |
2/11/2015 |
4,500 |
|
$2.47 |
|
1,117,801 |
2/19/2015 |
-12,500 |
|
$2.67 |
|
1,105,301 |
2/20/2015 |
-21,132 |
|
$2.61 |
|
1,084,169 |
2/20/2015 |
-17,100 |
|
$2.62 |
|
1,067,069 |
3/12/2015 |
100 |
|
$2.83 |
|
1,067,169 |
3/12/2015 |
7,696 |
|
$2.84 |
|
1,074,865 |
3/12/2015 |
204 |
|
$2.82 |
|
1,075,069 |
3/12/2015 |
8,000 |
|
$2.83 |
|
1,083,069 |
3/12/2015 |
8,000 |
|
$2.82 |
|
1,091,069 |
3/12/2015 |
4,000 |
|
$2.81 |
|
1,095,069 |
3/12/2015 |
2,600 |
|
$2.78 |
|
1,097,669 |
3/12/2015 |
4,000 |
|
$2.80 |
|
1,101,669 |
3/13/2015 |
-72,600 |
|
$2.96 |
|
1,029,069 |
3/16/2015 |
1,100 |
|
$2.81 |
|
1,030,169 |
3/16/2015 |
-3,700 |
|
$2.91 |
|
1,026,469 |
3/16/2015 |
-200 |
|
$2.90 |
|
1,026,269 |
3/16/2015 |
-8,800 |
|
$2.89 |
|
1,017,469 |
3/16/2015 |
-6,400 |
|
$2.89 |
|
1,011,069 |
3/16/2015 |
-5,700 |
|
$2.86 |
|
1,005,369 |
3/16/2015 |
-300 |
|
$2.86 |
|
1,005,069 |
3/16/2015 |
-9,000 |
|
$2.83 |
|
996,069 |
3/18/2015 |
156,700 |
|
$3.29 |
|
1,152,769 |
3/19/2015 |
8,000 |
|
$3.50 |
|
1,160,769 |
3/19/2015 |
3,925 |
|
$3.46 |
|
1,164,694 |
3/19/2015 |
75 |
|
$3.47 |
|
1,164,769 |
3/19/2015 |
3,200 |
|
$3.48 |
|
1,167,969 |
3/19/2015 |
800 |
|
$3.47 |
|
1,168,769 |
3/20/2015 |
62935 |
|
$3.29 |
|
1,231,704 |
3/23/2015 |
11 |
|
$3.30 |
|
1,231,715 |
3/24/2015 |
100 |
|
$3.31 |
|
1,231,815 |
3/25/2015 |
2,027 |
|
$3.23 |
|
1,233,842 |
4/10/2015 |
400 |
|
$3.05 |
|
1,234,242 |
4/22/2015 |
200 |
|
$2.87 |
|
1,234,442 |
4/24/2015 |
5,000 |
|
$2.84 |
|
1,239,442 |
4/24/2015 |
5,000 |
|
$2.83 |
|
1,244,442 |
4/28/2015 |
400 |
|
$2.77 |
|
1,244,842 |
4/28/2015 |
3,800 |
|
$2.82 |
|
1,248,642 |
5/5/2015 |
100 |
|
$2.71 |
|
1,248,742 |
5/14/2015 |
960 |
|
$2.54 |
|
1,249,702 |
5/15/2015 |
5,000 |
|
$2.61 |
|
1,254,702 |
5/15/2015 |
300 |
|
$2.60 |
|
1,255,002 |
5/15/2015 |
7,700 |
|
$2.59 |
|
1,262,702 |
5/19/2015 |
-2,200 |
|
$2.47 |
|
1,260,502 |
5/19/2015 |
3,000 |
|
$2.45 |
|
1,263,502 |
5/26/2015 |
1,500 |
|
$2.51 |
|
1,265,002 |
5/26/2015 |
3,300 |
|
$2.47 |
|
1,268,302 |
5/26/2015 |
800 |
|
$2.46 |
|
1,269,102 |
5/26/2015 |
10,000 |
|
$2.51 |
|
1,279,102 |
5/27/2015 |
646 |
|
$2.46 |
|
1,279,748 |
5/27/2015 |
100 |
|
$2.46 |
|
1,279,848 |
5/27/2015 |
6,000 |
|
$2.47 |
|
1,285,848 |
5/27/2015 |
6,000 |
|
$2.47 |
|
1,291,848 |
5/27/2015 |
6,000 |
|
$2.46 |
|
1,297,848 |
5/27/2015 |
4,800 |
|
$2.47 |
|
1,302,648 |
5/27/2015 |
1,100 |
|
$2.48 |
|
1,303,748 |
5/27/2015 |
4,900 |
|
$2.48 |
|
1,308,648 |
6/5/2015 |
6,000 |
|
$2.55 |
|
1,314,648 |
6/5/2015 |
3,000 |
|
$2.56 |
|
1,317,648 |
6/5/2015 |
1,800 |
|
$2.55 |
|
1,319,448 |
7/7/2015 |
3,000 |
|
$2.23 |
|
1,322,448 |
7/7/2015 |
3,000 |
|
$2.22 |
|
1,325,448 |
7/7/2015 |
6,000 |
|
$2.19 |
|
1,331,448 |
7/7/2015 |
3,000 |
|
$2.20 |
|
1,334,448 |
7/7/2015 |
3,000 |
|
$2.19 |
|
1,337,448 |
8/11/2015 |
3,500 |
|
$1.60 |
|
1,340,948 |
8/11/2015 |
10,000 |
|
$1.63 |
|
1,350,948 |
8/11/2015 |
3,872 |
|
$1.60 |
|
1,354,820 |
8/17/2015 |
3,300 |
|
$1.54 |
|
1,358,120 |
8/17/2015 |
700 |
|
$1.54 |
|
1,358,820 |
8/17/2015 |
3,200 |
|
$1.54 |
|
1,362,020 |
8/17/2015 |
800 |
|
$1.54 |
|
1,362,820 |
8/18/2015 |
4,000 |
|
$1.57 |
|
1,366,820 |
8/18/2015 |
4,000 |
|
$1.57 |
|
1,370,820 |
8/18/2015 |
100 |
|
$1.54 |
|
1,370,920 |
8/18/2015 |
4,000 |
|
$1.56 |
|
1,374,920 |
8/18/2015 |
1,200 |
|
$1.56 |
|
1,376,120 |
8/18/2015 |
2,800 |
|
$1.57 |
|
1,378,920 |
8/19/2015 |
589 |
|
$1.56 |
|
1,379,509 |
8/19/2015 |
8,000 |
|
$1.55 |
|
1,387,509 |
8/20/2015 |
4,500 |
|
$1.47 |
|
1,392,009 |
8/21/2015 |
3,500 |
|
$1.47 |
|
1,395,509 |
8/26/2015 |
7,500 |
|
$1.36 |
|
1,403,009 |
8/26/2015 |
11,000 |
|
$1.36 |
|
1,414,009 |
8/26/2015 |
4,500 |
|
$1.41 |
|
1,418,509 |
8/26/2015 |
9,000 |
|
$1.35 |
|
1,427,509 |
8/26/2015 |
600 |
|
$1.32 |
|
1,428,109 |
8/26/2015 |
11,000 |
|
$1.35 |
|
1,439,109 |
8/26/2015 |
8,200 |
|
$1.36 |
|
1,447,309 |
8/26/2015 |
2,800 |
|
$1.36 |
|
1,450,109 |
8/31/2015 |
9,200 |
|
$2.50 |
|
1,459,309 |
9/1/2015 |
20,300 |
|
$1.46 |
|
1,479,609 |
9/1/2015 |
770 |
|
$1.42 |
|
1,480,379 |
9/1/2015 |
20,000 |
|
$1.51 |
|
1,500,379 |
9/1/2015 |
19,203 |
|
$1.51 |
|
1,519,582 |
9/1/2015 |
7,700 |
|
$1.50 |
|
1,527,282 |
9/1/2015 |
6,000 |
|
$1.46 |
|
1,533,282 |
9/8/2015 |
700 |
|
$1.36 |
|
1,533,982 |
9/8/2015 |
100 |
|
$1.36 |
|
1,534,082 |
9/8/2015 |
500 |
|
$1.36 |
|
1,534,582 |
9/8/2015 |
200 |
|
$1.36 |
|
1,534,782 |
9/8/2015 |
400 |
|
$1.36 |
|
1,535,182 |
9/8/2015 |
100 |
|
$1.36 |
|
1,535,282 |
9/8/2015 |
600 |
|
$1.35 |
|
1,535,882 |
9/9/2015 |
2,000 |
|
$1.35 |
|
1,537,882 |
9/9/2015 |
305 |
|
$1.35 |
|
1,538,187 |
9/9/2015 |
1,195 |
|
$1.35 |
|
1,539,382 |
9/9/2015 |
3,400 |
|
$1.35 |
|
1,542,782 |
9/9/2015 |
100 |
|
$1.34 |
|
1,542,882 |
9/9/2015 |
3,500 |
|
$1.35 |
|
1,546,382 |
9/10/2015 |
25,000 |
|
$1.35 |
|
1,571,382 |
9/10/2015 |
7,613 |
|
$1.35 |
|
1,578,995 |
9/17/2015 |
6,900 |
|
$1.51 |
|
1,585,895 |
9/17/2015 |
12,000 |
|
$1.50 |
|
1,590,995 |
9/18/2015 |
10,000 |
|
$1.48 |
|
1,600,995 |
9/21/2015 |
600 |
|
$1.53 |
|
1,601,595 |
9/23/2015 |
1,120 |
|
$1.45 |
|
1,602,715 |
9/23/2015 |
200 |
|
$1.50 |
|
1,602,915 |
9/23/2015 |
1,500 |
|
$1.50 |
|
1,604,415 |
9/25/2015 |
14,800 |
|
$1.44 |
|
1,619,215 |
9/28/2015 |
200 |
|
$1.38 |
|
1,619,415 |
10/1/2015 |
25,000 |
|
$1.31 |
|
1,644,415 |
10/15/2015 |
7,785 |
|
$1.42 |
|
1,652,200 |
10/15/2015 |
200 |
|
$1.32 |
|
1,652,400 |
10/15/2015 |
9,000 |
|
$1.36 |
|
1,661,400 |
10/26/2015 |
100 |
|
$1.38 |
|
1,661,500 |
10/26/2015 |
600 |
|
$1.40 |
|
1,662,100 |
10/26/2015 |
1,500 |
|
$1.39 |
|
1,663,600 |
10/26/2015 |
1,700 |
|
$1.39 |
|
1,665,300 |
10/28/2015 |
400 |
|
$1.40 |
|
1,665,700 |
10/28/2015 |
4,600 |
|
$1.41 |
|
1,670,300 |
10/28/2015 |
2,800 |
|
$1.41 |
|
1,673,100 |
10/28/2015 |
1,400 |
|
$1.41 |
|
1,674,500 |
10/28/2015 |
1,850 |
|
$1.41 |
|
1,676,350 |
10/28/2015 |
1,600 |
|
$1.40 |
|
1,677,950 |
10/28/2015 |
250 |
|
$1.39 |
|
1,678,200 |
10/28/2015 |
3,700 |
|
$1.40 |
|
1,681,900 |
10/28/2015 |
6,000 |
|
$1.40 |
|
1,687,900 |
10/28/2015 |
2,490 |
|
$1.40 |
|
1,690,390 |
10/29/2015 |
131 |
|
$1.41 |
|
1,690,521 |
10/30/2015 |
100 |
|
$1.41 |
|
1,690,621 |
10/30/2015 |
100 |
|
$1.45 |
|
1,690,721 |
10/30/2015 |
2,600 |
|
$1.46 |
|
1,693,321 |
10/30/2015 |
2,700 |
|
$1.43 |
|
1,696,021 |
10/30/2015 |
300 |
|
$1.42 |
|
1,696,321 |
10/30/2015 |
2,500 |
|
$1.44 |
|
1,698,821 |
11/2/2015 |
1,600 |
|
$1.53 |
|
1,700,421 |
11/2/2015 |
1,700 |
|
$1.56 |
|
1,702,121 |
11/2/2015 |
900 |
|
$1.55 |
|
1,703,021 |
11/9/2015 |
4,000 |
|
$1.74 |
|
1,707,021 |
11/9/2015 |
2,500 |
|
$1.74 |
|
1,709,521 |
11/9/2015 |
2,500 |
|
$1.74 |
|
1,712,021 |
11/9/2015 |
300 |
|
$1.73 |
|
1,712,321 |
11/9/2015 |
1,100 |
|
$1.74 |
|
1,713,421 |
11/9/2015 |
300 |
|
$1.72 |
|
1,713,721 |
11/9/2015 |
4,000 |
|
$1.71 |
|
1,717,721 |
11/10/2015 |
52,600 |
|
$1.56 |
|
1,770,321 |
11/11/2015 |
4,875 |
|
$1.57 |
|
1,775,196 |
11/11/2015 |
100 |
|
$1.56 |
|
1,775,296 |
11/11/2015 |
1,200 |
|
$1.56 |
|
1,776,496 |
11/11/2015 |
400 |
|
$1.56 |
|
1,776,896 |
11/12/2015 |
1,700 |
|
$1.58 |
|
1,778,596 |
11/13/2015 |
3,000 |
|
$1.52 |
|
1,781,596 |
11/13/2015 |
5,200 |
|
$1.51 |
|
1,786,796 |
11/17/2015 |
4,000 |
|
$1.49 |
|
1,790,796 |
11/17/2015 |
300 |
|
$1.53 |
|
1,791,096 |
11/17/2015 |
2,400 |
|
$1.50 |
|
1,793,496 |
11/17/2015 |
700 |
|
$1.51 |
|
1,794,196 |
11/17/2015 |
600 |
|
$1.51 |
|
1,794,796 |
11/27/2015 |
7,000 |
|
$1.51 |
|
1,801,796 |
Below are Mr. Fields Transactions during
the past two years in the over the counter market American-style put options which have an exercise price of $2.50 per Share and
expire on February 19, 2016.
Date of |
Amount of Puts |
|
Price |
|
Total Shares Then |
Transaction |
Acquired/(Sold) |
|
Per Put |
|
Long/(Short) |
8/12/2015 |
(200) |
|
$0.90 |
|
-200 |
8/13/2015 |
(800) |
|
$0.90 |
|
-1,000 |
8/28/2015 |
(400) |
|
$0.95 |
|
-1,400 |
|
|
|
|
|
|
Transactions by Cruiser Capital Advisors, LLC during the past
two years:
Date of Transaction |
Amount of Shares Acquired |
Amount of Shares Disposed |
Total Shares Then Beneficially Owned at End of Month |
Number |
Price Per Share |
Number |
Price Per Share |
|
|
3/27/2014 |
|
|
25,000 |
5.48 |
(25,000) |
|
3/28/2014 |
|
|
7,216 |
5.95 |
(32,216) |
|
3/31/2014 |
3,000 |
5.5583 |
|
|
(29,216) |
|
4/23/2014 |
29,216 |
3.8109 |
|
|
- |
|
7/11/2014 |
100,000 |
3.5 |
|
|
100,000 |
|
8/12/2014 |
|
|
5,900 |
3.99572 |
94,100 |
|
8/20/2014 |
|
|
2,400 |
3.75 |
91,700 |
|
8/21/2014 |
|
|
72,600 |
3.8629 |
19,100 |
|
9/10/2014 |
|
|
16,100 |
3.9048 |
3,000 |
|
9/12/2014 |
|
|
2,678 |
3.768279 |
322 |
|
9/15/2014 |
|
|
322 |
3.56 |
- |
|
11/26/2014 |
4,200 |
2.2490476 |
|
|
4,200 |
|
11/28/2014 |
11,400 |
2.2467 |
|
|
15,600 |
|
12/1/2014 |
14,270 |
2.2189 |
|
|
29,870 |
|
12/2/2014 |
1,000 |
2.24 |
|
|
30,870 |
|
12/3/2014 |
1,000 |
2.35 |
|
|
31,870 |
|
12/5/2014 |
10,100 |
2.3197 |
|
|
41,970 |
|
12/8/2014 |
10,000 |
2.22 |
|
|
51,970 |
|
12/11/2014 |
20,000 |
2.245 |
|
|
71,970 |
|
12/15/2014 |
5,100 |
2.24 |
|
|
77,070 |
|
12/17/2014 |
863 |
2.46 |
|
|
77,933 |
|
12/18/2014 |
10,000 |
2.5 |
|
|
87,933 |
|
12/19/2014 |
25,000 |
2.35 |
|
|
112,933 |
|
12/19/2014 |
1,000 |
2.5 |
|
|
113,933 |
|
12/22/2014 |
5,194 |
2.26 |
|
|
119,127 |
|
12/23/2014 |
2,500 |
2.29 |
|
|
121,627 |
|
12/29/2014 |
13,500 |
2.2893 |
|
|
135,127 |
|
12/30/2014 |
21,439 |
2.25 |
|
|
156,566 |
|
12/31/2014 |
12,500 |
2.25 |
|
|
169,066 |
|
1/2/2015 |
10,000 |
2.2199 |
|
|
179,066 |
|
1/5/2015 |
35,000 |
2.2014 |
|
|
214,066 |
|
1/6/2015 |
10,000 |
2.19 |
|
|
224,066 |
|
1/7/2015 |
20,000 |
2.2 |
|
|
244,066 |
|
1/8/2015 |
6,371 |
2.26 |
|
|
250,437 |
|
1/9/2015 |
10,000 |
2.25 |
|
|
260,437 |
|
1/20/2015 |
10,800 |
2.2861111 |
|
|
271,237 |
|
1/21/2015 |
20,071 |
2.321252 |
|
|
291,308 |
|
1/23/2015 |
10,000 |
2.28 |
|
|
301,308 |
|
2/5/2015 |
10,000 |
2.25 |
|
|
311,308 |
|
|
|
|
|
|
|
|
|
|
|
5/11/2015 |
|
|
7,179 |
2.83 |
304,129 |
|
5/11/2015 |
|
|
100,000 |
2.7642 |
204,129 |
|
5/12/2015 |
25,000 |
2.65 |
|
|
229,129 |
|
5/15/2015 |
2,900 |
2.5784 |
|
|
232,029 |
|
5/18/2015 |
7,100 |
2.58 |
|
|
239,129 |
|
5/20/2015 |
1,298 |
2.55 |
|
|
240,427 |
|
5/21/2015 |
20,000 |
2.56 |
|
|
260,427 |
|
5/26/2015 |
10,000 |
2.51 |
|
|
270,427 |
|
6/22/2015 |
9,981 |
2.49 |
|
|
280,408 |
|
10/7/2015 |
|
|
7,683 |
1.46 |
272,725 |
|
11/19/2015 |
19,118 |
1.5931 |
|
|
291,843 |
|
11/20/2015 |
10,000 |
1.5996 |
|
|
301,843 |
|
11/20/2015 |
10,813 |
1.567 |
|
|
312,656 |
|
11/20/2015 |
2,300 |
1.54 |
|
|
314,956 |
|
11/23/2015 |
8,472 |
1.6 |
|
|
323,428 |
|
12/7/2015 |
13,300 |
1.6560902 |
|
|
336,728 |
|
Transactions by Keith Rosenbloom during the past two years:
Date of Transaction |
Amount of Shares Acquired |
Amount of Shares Disposed |
Total Shares Then Beneficially Owned at End of Month |
Number |
Price Per Share |
Number |
Price Per Share |
|
|
5/29/2015 |
504 |
2.43 |
|
|
504 |
|
6/22/2015 |
19 |
2.49 |
|
|
523 |
|
CONSENT OF PROPOSED NOMINEE
I, Ephraim Fields,
hereby consent to be named in the proxy statement of Ephraim Fields to be used in connection with his solicitation of proxies from
the Stockholders of Arotech Corporation for use in voting at the 2016 Annual Meeting of Stockholders of Arotech Corporation and
I hereby consent and agree to serve as director of Arotech Corporation if elected at such Annual Meeting.
/s/ Ephraim Fields
Ephraim Fields
Dated: December 10, 2015
CONSENT OF PROPOSED NOMINEE
I, Keith Rosenbloom,
hereby consent to be named in the proxy statement of Ephraim Fields to be used in connection with his solicitation of proxies
from the Stockholders of Arotech Corporation for use in voting at the 2016 Annual Meeting of Stockholders of Arotech Corporation
and I hereby consent and agree to serve as director of Arotech Corporation if elected at such Annual Meeting.
/s/ Keith Rosenbloom
Keith Rosenbloom
Dated: December 10, 2015
CONSENT OF PROPOSED NOMINEE
I, Lawrence F. Hagenbuch,
hereby consent to be named in the proxy statement of Ephraim Fields to be used in connection with his solicitation of proxies
from the Stockholders of Arotech Corporation for use in voting at the 2016 Annual Meeting of Stockholders of Arotech Corporation
and I hereby consent and agree to serve as director of Arotech Corporation if elected at such Annual Meeting.
/s/ Lawrence F. Hagenbuch
Lawrence F. Hagenbuch
Dated: December 10, 2015
Press Release
Ephraim Fields of Echo Lake Capital Intends
To Nominate Alternate Slate Of Directors To Arotech’s Board
- Stock has significantly underperformed; down 29% in
one year; down 76% over the past 10 years.
- Believes Training/Simulation unit (which generated $9.5
million of LTM EBITDA) alone is worth more than ARTX’s entire enterprise value.
- Over the past 15 years the Company has paid Ehrlich
and Esses combined compensation of over $25 million, which equates to over 60% of Company’s current market cap.
- Believes corporate overhead is too high and can be easily
reduced.
- Believes there are many, readily identifiable ways to
create long-term shareholder value.
- Believes alternate slate is in best interests of ARTX’s
shareholders, employees and other stakeholders.
- Notes the price paid for just the UEC and Armour acquisitions
exceeds Company’s current enterprise value.
NEW YORK, NY / ACCESSWIRE / December 10, 2015 / Ephraim
Fields of Echo Lake Capital today sent a letter announcing his intention to nominate an alternate slate of directors to the Board
of Arotech Corporation (“ARTX” or the “Company”) (NasdaqGM: ARTX). Mr. Fields is ARTX’s
largest single shareholder, owning 8.1% of the Company’s shares (which includes shares underlying sold-short put options
exercisable within 60 days hereof). The alternate slate seeks to replace three directors, including the current Executive Chairman
and President/CEO. Mr. Fields believes that after years of shareholder value being destroyed, while insiders have personally benefitted
from excessive compensation packages and questionable related party transactions, that changes at the Company are urgently needed.
As the following table[1] illustrates, ARTX’s stock price
has underperformed over an extended period of time, both on an absolute and relative basis:
[1]
Data as per Bloomberg as of December 5, 2015.
Mr. Fields stated that he intends to nominate an alternate slate
because, among other things, two of three directors up for re-election in 2016 have served for over 12 years and overseen what
he believes is the Company’s significant underperformance, excessive payments to management, poor corporate governance and
failed acquisitions.
It is the view of Mr. Fields that ARTX shareholders deserve
a Board that is committed to acting in the best interests of all shareholders, and he firmly believes that electing his nominees
is in the best interests of ARTX’s shareholders, employees, customers and other stakeholders, because it will bring fresh
insights to help address the Company’s prolonged underperformance.
Mr. Fields noted that despite significant underperformance
by the Company, rather than replacing senior management, the Board has continued to retain them and, remarkably, to increase their
already significant compensation. Over the past 15 years, the Board has granted Ehrlich and Esses combined compensation of
over $25 million, which equates to over 60% of the Company’s current market capitalization. He believes this compensation
is excessive considering management’s disappointing performance and the Company’s small size.
In light of the Company’s significant underperformance
over such an extended period of time, Mr. Fields does not believe that continuing to pay Messrs. Ehrlich and Esses generous compensation
packages is in the best interests of the Company and its shareholders. Furthermore, considering that they have both been with the
Company for over 12 years, he wonders how much more time the Board considers reasonable to give them before the Board concludes
that they should be replaced.
Mr. Fields stated that he believes that there are many, identifiable
ways to create significant long-term shareholder value at the Company, and he noted that he believes the inherent value of the
Company’s assets significantly exceeds the Company’s current stock price. For example, he believes that just one
of these assets (the Training/Simulation division, which generated $9.5 million of LTM EBITDA) alone is worth more than the Company’s
entire current enterprise value. Mr. Fields also stated that he believes the Company’s remaining three assets have significant
additional value as well:
- The Power Systems division which generated LTM revenue of
$43 million and could generate increased profitability next year,
- U.S. federal net operating losses (NOLs) of $35 million and
foreign NOLs of $85 million, and
- Iron Flow, an early stage battery designed to provide storage
for grid power.
Mr. Fields further believes there are
many other easily implemented ways of creating meaningful additional shareholder value including:
1) reducing corporate overhead,
which YTD appears to be over $4 million (excluding non-recurring gains), an amount that almost equals the Company’s total
projected Adjusted EBITDA for the entire year,
2) hiring more effective and U.S. based
senior management team with the skills necessary to maximize ARTX’s potential,
3) conducting a strategic review of
all the Company’s assets in an effort to maximize their long-term value, and
4) improving corporate governance in
an effort to make it more shareholder friendly.
Finally, Mr. Fields
stated that he believes that his nominees have significant financial, operational, strategic and capital markets experience,
as evidenced by their business backgrounds, that can be used to help address the Company’s significant underperformance.
A full copy of the
letter can be found below.
CONTACT:
EPHRAIM FIELDS
ef@echolakecapital.com
Important Information
This filing is not a solicitation of a proxy from any security
holder of Arotech Corporation (the “Company”). Ephraim Fields has nominated Mr. Ephraim Fields, Mr. Keith Rosenbloom
and Mr. Lawrence F. Hagenbuch as nominees to the Company’s board of directors and intends to solicit votes for the election
of Mr. Ephraim Fields, Mr. Keith Rosenbloom and Mr. Lawrence F. Hagenbuch as members of the Company’s board of directors
(the “Nominees”). Ephraim Fields will send a definitive proxy statement, WHITE proxy card and related proxy
materials to stockholders of the Company seeking their support of the Nominees at the Company’s 2016 Annual Meeting of Stockholders.
Stockholders are urged to read the definitive proxy statement and WHITE proxy card when they become available, because they
will contain important information about Ephraim Fields, the other Nominees, the Company and related matters. Stockholders
may obtain a free copy of the definitive proxy statement and WHITE proxy card (when available) and other documents filed by Ephraim
Fields with the Securities and Exchange Commission (“SEC”) at the SEC’s web site at www.sec.gov. The definitive
proxy statement (when available) and other related SEC documents filed by Ephraim Fields with the SEC may also be obtained free
of charge from Ephraim Fields.
Participants in Solicitation
The following persons are participants
in the solicitation from the Company’s stockholders of proxies in favor of the Nominees: Ephraim Fields, Keith Rosenbloom,
Cruiser Capital Advisors, LLC and Lawrence F. Hagenbuch. The participants may have interests in the solicitation, including as
a result of holding shares of the Company’s common stock. Information regarding the participants and their interests may
be found in the Notice of Intent to Nominate Directors that Ephraim Fields sent to the Company on December 10, 2015, as filed with
the SEC on that same date under Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
Letter
to Board
December 10, 2015
The Board of Directors
Arotech Corporation
1229 Oak Valley Drive
Ann Arbor, Michigan 48108
Dear Members of the Board of Directors
Kenneth W. Cappell - Yeshiva University
Jay M. Eastman - Lucid, Inc.
Robert S. Ehrlich - Arotech Corp.
Steven Esses - Arotech Corp.
Seymour Jones - New York University
Michael E. Marrus - Chardan Capital Markets
Richard I. Rudy - Advanced Energy Capital, LLC:
I am the single largest shareholder of Arotech Corporation (“ARTX”
or the “Company”), owning 8.1% of its outstanding shares (which includes shares underlying sold-short put options
exercisable within 60 days hereof). I have been extremely disappointed with the Board of Directors’ performance in representing
the best interests of the Company and its stockholders, for the reasons expressed in this letter. As discussed in this letter,
questionable decisions by the Board have contributed to significant shareholder losses, while members of the Board have continued
to personally benefit from a generous compensation package.
Today I am announcing my intention to nominate an alternate
slate for ARTX’s Board of Directors (the “Board”). Attached hereto as Exhibit A is information
regarding my nominees. I intend to nominate an alternate slate because, among other things, two of three directors up for re-election
in 2016 have served for over 12 years and overseen the Company’s significant underperformance, excessive payments to management,
poor corporate governance and failed acquisitions, all as detailed in this letter, and I believe a change is urgently needed. I
am particularly concerned that some members of the Board appear to be less interested in acting in shareholders’ best interests
and are more interested in maintaining their own personal lifestyles and increasing their ARTX-related income.
ARTX shareholders deserve a Board that is committed to acting
in the best interests of all shareholders, and I firmly believe that electing my nominees is in the best interests of ARTX’s
shareholders, employees, customers and other stakeholders, because it will bring fresh insights to help address the prolonged underperformance.
Here are the key considerations addressed in this letter:
- Stock has significantly underperformed; down 29% in one year;
down 76% over the past 10 years.
- Over the past 15 years the Company has paid excessive executive
compensation, as evidenced by the fact that the Board has granted Ehrlich and Esses combined compensation of over $25 million,
which equates to over 60% of Company’s current market cap.
- Corporate overhead is too high, as evidenced by the fact that
overhead year-to-date is over $4 million (excluding non-recurring gains), which seems staggeringly high for a company that expects
to generate only approximately $5.5 million of Adjusted EBITDA for the entire year.
- The Board has approved questionable related party transactions,
as evidenced by the Company paying for the use of what appears to be a private residence in Brooklyn, NY as an ancillary New York
office.
- The Board appears to be not fully aligned with shareholders,
as evidenced by the fact that most of them have never purchased even a single share of ARTX stock.
- There is significant value in the Company’s assets and
the stock is undervalued. For example, I believe the Training/Simulation unit alone is worth more than ARTX’s entire enterprise
value.
- The Board has not adequately protected Company assets. For
example, the price paid by the Company for the UEC and Armour acquisitions significantly exceeds the Company’s current enterprise
value.
Stock Has Significantly Underperformed
As the following table[2] illustrates, ARTX’s stock price
has underperformed over an extended period of time, both on an absolute and relative basis:
[2] Data as per
Bloomberg as of December 5, 2015.
Yet, despite the Company’s prolonged underperformance,
it does not appear the Board has taken necessary steps to improve performance because the underperformance continues.
Over the Past 15 Years the Company has Paid Excessive
Executive Compensation
Despite significant underperformance by the Company, rather
than replacing senior management, the Board has continued to retain them and, remarkably, to increase their already significant
compensation. Over the past 15 years, the Board has granted Ehrlich and Esses combined compensation of over $25 million, which
equates to over 60% of the Company’s current market capitalization. I believe this compensation is excessive considering
management’s disappointing performance and the Company’s small size.
I was also shocked to learn that the employment contracts that
the Board approved for Messrs. Ehrlich and Esses provide them such an excessive number of paid sick/vacation days that they can
effectively get paid for (but not have to work) one out of every 5 days in a given work week.
In light of the Company’s significant underperformance
over such an extended period of time, I do not believe that continuing to pay Messrs. Ehrlich and Esses generous compensation packages
is in the best interests of the Company and its shareholders. Furthermore, considering that they have both been with the Company
for over 12 years, I wonder how much more time the Board considers reasonable to give them before you conclude that they should
be replaced.
Corporate Overhead is Too High
I am concerned that the Company’s top two executive officers
(but not the CFO) live in Israel when virtually all of the Company’s revenue is generated in the USA. This atypical organizational
structure seems illogical and ineffective and requires executives to embark on time consuming and costly travel, at the Company’s
expense, which means it is at the expense of shareholders as they are the true owners of the Company. Perhaps this willingness
to expend Company resources for what I view as unnecessary expenses helps explain why ARTX’s corporate overhead year-to-date
is over $4 million (excluding non-recurring gains), which seems staggeringly high for a company that expects to generate only approximately
$5.5 million of Adjusted EBITDA for the entire year.
The Board has Approved Questionable Related Party Transactions
I have grave concerns about the Board’s approval of related
party transactions because it appears that such transactions may not be in the best interests of the Company and its stockholders.
In addition to a non-recourse loan given to Ehrlich, I question the agreement with Sampen Corporation, an entity controlled by
Steven Esses’s family. Under this agreement, ARTX pays Sampen for Esses to serve as ARTX’s President and CEO. The agreement
also requires ARTX to pay Sampen for the use of what appears to be a private residence in Brooklyn, NY “as an ancillary New
York office for the Company, for meetings, mail and package deliveries, fax receptions, etc.” This is in my experience a
highly unusual agreement that appears to be more favorable to Steven Esses and Sampen than the Company. The agreement raises many
troubling questions, including:
- Since Esses already has an employment contract directly with
ARTX, why is the Company also making additional payments to Sampen for his services?
- Does ARTX really need “an ancillary” office in
NYC and, if so, is what appears to be a private home in Brooklyn really the most appropriate place for such an office?
- If ARTX really does need an ancillary office in NYC (even
though it appears to have no operations there), can’t the Company rent space on an arm’s length transaction from a
landlord who is not related to senior management? Better yet, instead of renting office space, can’t ARTX occasionally use
the NYC offices of its Board members, law firm, investment bank or IR firm?
Public records indicate Sampen is located at 1133 East 22nd
Street Brooklyn, New York 11210, and we encourage you to visit there as we have. Considering that last year ARTX provided Esses
with $1.4 million in compensation (excluding additional payments to Sampen), despite ARTX’s stock price declining by 33%,
we do not believe approving the Sampen transaction was in the best interests of the Company and its shareholders.
Board is not Fully Aligned with Shareholders
As most of the members of the Board have not purchased even
a single share of ARTX stock, despite numerous years of Board service and the associated compensation, I fear that the Board does
not fully understand and appreciate the position of the owners of the Company.
It is clear to me that in order to protect the value of the
investment of all the shareholders of the Company that change at the Company must occur. I believe these changes are long overdue
and need to occur immediately. The first change I am proposing is to reconfigure the Board by adding some highly qualified and
highly incentivized directors, while removing some existing directors. As a result, I have notified the Company that I intend to
nominate an alternate slate of directors to ARTX’s Board. I believe that my nominees have significant financial, operational,
strategic and capital markets experience, as evidenced by their business backgrounds, that can be used to help address the Company’s
significant underperformance.
There is Significant Value in the Company’s Assets
and the Stock is Undervalued
There are many, identifiable ways to create significant long-term
shareholder value at ARTX. I believe that beneath an excessively paid yet ineffective senior management team (as reflected in the
underperformance and high corporate overhead), is a core business with both a highly motivated workforce and four valuable assets.
I believe the inherent value of these assets significantly exceeds
ARTX’s current stock price. For example, I believe that just one of these assets (the Training/Simulation division, which
generated $9.5 million of LTM EBITDA) alone is worth more than ARTX’s entire current enterprise value. ARTX’s remaining
three assets have significant additional value as well:
- The Power Systems division which generated LTM revenue of
$43 million and could generate increased profitability next year,
- U.S. federal net operating losses (NOLs) of $35 million and
foreign NOLs of $85 million, and
- Iron Flow, an early stage battery designed to provide storage
for grid power.
I believe that significant shareholder value could be created
by dramatically reducing corporate overhead. I believe much of this overhead is unnecessary, as evidenced by the atypical corporate
structure, and yields a low (and perhaps negative) return on investment for shareholders. I feel shareholders would be far better
served if the Company reduced corporate overhead and used this precious capital to either grow the business or buyback stock.
I believe ARTX’s stock would appreciate if the Board
adopted more shareholder friendly corporate governance policies. The Board is currently staggered and has a non-independent
Chairman. In my experience, many investors avoid companies with these provisions because these provisions are often reflective
of an entrenched Board that does not act in the best interests of shareholders.
Finally, considering ARTX’s performance and the location
of its customers, employees and shareholders, I believe significant shareholder value could be created by hiring, empowering and
properly incentivizing a senior management team that lives in the U.S. These individuals must have the credibility, skill set and
vision necessary to lead ARTX and fully maximize its potential.
The Board has not Adequately Protected Company Assets
Rather than acting in shareholders’ best interests, I
believe the Board has wasted significant amounts of shareholders’ money on a variety of things including:
- Excessive and ineffective compensation for executive officers,
as the Company has continually underperformed;
- The April 2014 acquisition of UEC in which the company paid
over $35 million (a sum which approximates ARTX’s current market capitalization) for an asset whose results to-date have
disappointed, as noted below. ARTX’s stock price was $6.22 the day before the acquisition was announced. Since then the stock
price has declined rapidly and consistently and is down 73% in aggregate.
- The Armour acquisitions in which the Company spent over $20
million but suffered significant losses and ended up taking large write-offs and paying $2.9 million to settle a Class Action Complaint
regarding management’s actions.
As a result of these and other actions, significant shareholder
value has been destroyed and the Company’s financial position has been weakened.
Need to Act Now
While I had hoped to address the need I perceive for change
to the Board without nominating my own directors, I found the Company was unwilling to engage in a timely manner to bring about
this change. Believing that there is no time like the present to address the Company’s significant underperformance, excessive
payments to management and poor corporate governance, I acted now to bring about change. I hope the Board lets shareholders
make a determination on what direction the Company should go, and that the Company does not waste more of shareholders’ precious
money in resisting proposed change at the Board level.
In the near future, I will be publishing additional information
regarding the Board and what I perceive to be the questionable qualifications of some of its members. In light of the prolonged
underperformance and the other actions referenced in this letter, I wonder why anyone would have confidence that the Board will
act in the best interests of stockholders.
I am happy to meet with the Board to discuss this letter and
actions that the Company can take to increase shareholder value.
Sincerely,
/s/ Ephraim Fields
Ephraim Fields
Exhibit A
Ephraim Field’s Nominees
Ephraim Fields:
Mr. Ephraim Fields is the founder of Echo Lake Capital, a value-oriented
investment firm which invests in publicly traded U.S. equities. Prior to founding Echo Lake, Ephraim was the founder and portfolio
manager of Clarus Capital, a value-oriented investment fund which invested primarily in small cap and microcap U.S. listed stocks.
Earlier in his career Ephraim was an investment banker at Credit Suisse, Donaldson, Lufkin and Jenrette, and Wasserstein Perella.
Ephraim has an MBA from the Wharton School at the University of Pennsylvania and a BSBA from Washington University in St. Louis.
Ephraim has extensive experience in mergers and acquisitions, debt and equity capital markets, microcap stocks and private equity
investing. Mr. Fields is the son of an Israeli mother and has spent significant time in Israel.
Keith Rosenbloom:
Mr. Keith Rosenbloom is the co-founder of Cruiser Capital Advisors,
LLC, which acts as the investment advisor to pooled investment vehicles (the “Cruiser Portfolios”) on a discretionary
basis. He has managed the Cruiser Portfolios since inception. Mr. Rosenbloom has over 25 years of investing experience with an
emphasis on applying traditional value oriented private equity techniques to public and private special situations. Prior to founding
Cruiser Capital, Keith, co-founded and managed the CARE Capital Group, an investment company focused on investing in hedge funds
and creating alternative investment opportunities, where he served as Portfolio Manager of the CARE Fund and CARE Market Neutral
Fund. Prior to CARE Capital, Keith co-managed Comvest Venture Partners, a private equity and bridge loan fund, and served
as Director of Merchant Banking for Commonwealth Associates. Keith also serves on a number of charitable boards including, Hillel
International (Board of Governors), and Hatzalah (Israel's private EMT service). Keith acts as an advisor to two family offices
on their alternative investment portfolios. Keith graduated cum laude from Yale University. Keith has extensive experience in corporate
finance, mergers and acquisitions, and public market and private equity investing.
Lawrence F. Hagenbuch:
Mr. Lawrence Hagenbuch is
currently the Chief Operating Officer and Chief Financial Officer for J. Hilburn, Inc., a custom clothier for men. The principal
offices of J. Hilburn is located at located at 12700 Park Central Drive, Suite 2000, Dallas, TX 75251. Mr. Hagenbuch has been with
J Hilburn since May 2010. Mr. Hagenbuch also serves on the board of directors of Remy International (NASDAQ REMY), since November
18, 2008, and currently serves on Remy International’s audit and compensation committees. Mr. Hagenbuch has served in senior
management positions for Suntx Capital partners, Alix Partners, GE / GE capital,
and American National Can. Mr. Hagenbuch began his professional career in the United States Navy. Mr. Hagenbuch earned an undergraduate
in engineering degree from Vanderbilt University and an MBA from the Wharton School of the University of Pennsylvania. Mr. Hagenbuch
has extensive experience in supply chain, operational and profitability improvements, and through his background as a consultant
and in senior management roles at various companies, he brings considerable experience in implementing lean manufacturing discipline
and in creating innovative business and marketing strategies.
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