The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
|
|
Items 5(a)-(c) are hereby amended and restated to read as follows:
|
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 31,656,955 Shares outstanding as of May 20, 2016, which is the total number of Shares outstanding based on information provided by the Issuer.
As of the close of business on the date hereof, by virtue of their relationships with Raging Master, each of Raging Capital and William C. Martin may be deemed to beneficially own (i) 4,630,795 Shares held by Raging Master and (ii) 1,415,850 Shares into which the 5.25% Senior Secured Convertible Notes due 2019 (the “New Convertible Notes”) held by Raging Master are convertible assuming such New Convertible Notes were converted into Shares on the date hereof, constituting in the aggregate approximately 18.3% of the Shares outstanding.
As of the close of business on the date hereof, Kenneth H. Traub directly owned 37,555 Shares (including 18,667 unvested restricted Shares that were awarded to him in his capacity as a director of the Issuer), constituting less than 1% of the Shares outstanding.
As of the close of business on the date hereof, Allan J. Young directly owned 18,667 unvested restricted Shares that were awarded to him in his capacity as a director of the Issuer, constituting less than 1% of the Shares outstanding.
As of the close of business on the date hereof, Richard N. Burger and Robert L. Lerner did not own any Shares.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own. Without limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.
(b) Raging Capital and William C. Martin may be deemed to share the power to vote and dispose of the Shares held by Raging Master.
Kenneth H. Traub has the sole power to vote and dispose of 18,888 Shares directly owned by him and has the sole power to vote the 18,667 unvested restricted Shares directly owned by him.
Allan J. Young has the sole power to vote the 18,667 unvested restricted Shares directly owned by him.
(c) On May 19, 2016, in connection with certain refinancing actions of the Issuer, Raging Master received $2.94 million principal amount of New Convertible Notes in exchange for its $4.2 million principal amount of the Issuer’s 7.00% Convertible Senior Notes due 2017. The Reporting Persons have not entered into any other transactions in the securities of the Issuer during the past 60 days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended to add the following:
As of the date hereof, Raging Master holds $2.94 million principal amount of New Convertible Notes and $27.5 million principal amount of the Issuer’s 12.75% Senior Secured Notes due 2018.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
Dated: May 23, 2016
|
Raging Capital Master Fund, Ltd.
|
|
|
|
|
|
By:
|
Raging Capital Management, LLC
Investment Manager
|
|
|
|
|
|
By:
|
/s/ Frederick C. Wasch
|
|
|
|
Name:
|
Frederick C. Wasch
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
Raging Capital Management, LLC
|
|
|
|
|
|
By:
|
/s/ Frederick C. Wasch
|
|
|
|
Name:
|
Frederick C. Wasch
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
/s/ Frederick C. Wasch
|
|
|
Frederick C. Wasch, as attorney-in-fact for William C. Martin, Richard N. Burger and Robert L. Lerner
|
|
|
/s/ Kenneth H. Traub
|
|
|
Kenneth H. Traub
|
|
|
/s/ Allan J. Young
|
|
|
Allan J. Young
|