AMENDMENT NO. 1 TO SCHEDULE 13D
Explanatory Note
This amendment (the
“Amendment”) amends the Schedule 13D filed on March 26, 2020 (the “Original Schedule 13D”, and together with the Amendment, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have
the respective meanings previously ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 of this Schedule 13D is hereby amended to include the following:
On November 19, 2020, the Issuer entered into a definitive agreement (the “Purchase Agreement”) to sell its subsidiary engaged in maintenance,
modification and repair services to the nuclear and fossil power generation industry, Allied Power Holdings, LLC (“Allied”), to Allied Group Intermediate Holdings, LLC, (the “Purchaser”), an affiliate of certain of the Reporting
Persons, in an all-cash deal for $40 million (the “Transaction”). The final consideration for the Transaction is subject to adjustments for working capital and certain other
adjustments as set forth in the Purchase Agreement.
The parties have made customary representations and warranties and have agreed to customary covenants
in the Purchase Agreement. In addition, the Company has agreed to enter into non-competition and non-solicitation arrangement under the Purchase Agreement with the
Purchaser, subject to customary exceptions.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 8 to this Schedule 13D and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5
of this Schedule 13D is hereby amended to include the following:
(a) The Reporting Persons beneficially own 24,842,203 shares of Common Stock,
representing 63.1% of the outstanding shares.
The Series A Preferred Stock is convertible into Common Stock at the option of the Reporting Persons and
the Reporting Persons are reporting beneficial ownership of Common Stock in connection with the Series A Preferred Stock as if the Series A Preferred Stock were convertible on the date of issuance, March 16, 2020. The number of shares of Common
Stock beneficially owned in connection with the Series A Preferred Stock is based upon an initial aggregate stated value of $26,000,000 divided by the initial conversion price of $2.77.
The ownership percentage appearing on such cover pages has been calculated based on an aggregate total of 29,992,835 shares of Common Stock issued and
outstanding as of November 1, 2020, plus the 9,386,282 shares of Common Stock beneficially owned by the Reporting Persons in connection with the Series A Preferred Stock as of the date hereof.
(b) See items 1 through 10 of the cover pages to this Statement for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as
to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.
(c) Except as
discussed herein, the Reporting Persons have not effected any transaction in Common Stock during the past 60 days.