(d) During the last five years, none of the Reporting Persons have
been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have
been a party to any civil proceeding of any judicial or
administrative body of competent jurisdiction, as a result of which
they were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Hale is a United States citizen.
|
ITEM 3. |
SOURCE AND
AMOUNT OF FUNDS
OR OTHER
CONSIDERATION.
|
All purchases of the Common Stock held directly by the Hale Funds
were made by or on behalf of the Hale Funds using the investment
capital of the Hale Funds. The aggregate purchase price of the
Common Stock held directly by the Hale Funds prior to the
Transactions was approximately $3,486,142.57 (excluding brokerage
commissions and transaction costs).
The 429,628 shares of Common Stock held in the Managed Account
prior to the Transactions were purchased using the funds of the
investor in the Managed Account for which Hale Advisor serves as
investment manager. The aggregate purchase price of the Common
Stock held in the Managed Account was approximately $2,125,286.69
(excluding brokerage commissions and transaction costs).
|
ITEM 4. |
PURPOSE OF
THE TRANSACTION.
|
The information set forth in Items 3 and 6 of this Statement is
hereby incorporated by reference into this Item 4.
The Reporting Persons acquired the securities reported herein for
investment purposes. Depending on various factors, including but
not limited to the Company’s financial position and strategic
direction, price levels of the Common Stock, conditions in the
securities markets, various laws and regulations applicable to the
Company and companies in its industry and the Reporting Persons’
ownership in the Company, and general economic and industry
conditions, the Reporting Persons may in the future take actions
with respect to an investment in the Company as they deem
appropriate, subject to the provisions of the Purchase Agreement
(as defined below), including changing their current intentions,
with respect to any or all matters required to be disclosed in this
Statement. Without limiting the foregoing, and subject to the
provisions of the Purchase Agreement, the Reporting Persons may,
from time to time, acquire or cause affiliates to acquire
additional shares of Common Stock or other securities of the
Company (including any combination or derivative thereof), dispose,
or cause affiliates to dispose, of some or all of their Common
Stock or other securities of the Company or continue to hold, or
cause affiliates to hold, Common Stock or other securities of the
Company.
Subject to the provisions of the Purchase Agreement, the Reporting
Persons may exchange information with any persons pursuant to
appropriate confidentiality or similar agreements or otherwise,
work together with any persons pursuant to joint agreements or
otherwise, propose changes in the Company’s business, operations,
board appointments, governance, management, capitalization,
strategic plans, or propose or engage in one or more other actions
set forth herein.
Except as set forth herein, or as would occur upon completion of
any of the matters discussed herein, the Reporting Persons have no
present plans, proposals or intentions which would result in or
relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of 17 CFR § 240.13d-101. Although the foregoing
reflects activities presently contemplated by the Reporting Persons
and each other individuals named in Item 2 with respect to the
Company, the foregoing is subject to change at any time.
