The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
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Item 1.
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Security and Issuer.
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Item 1 is hereby amended to add the following:
On May 4, 2016, the Warrants beneficially owned by the Reporting Persons expired in accordance with their terms. Accordingly, this statement relates solely to the shares of Common Stock beneficially owned by the Reporting Persons.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and William C. Martin. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Raging Capital is the Investment Manager of Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (“Raging Master”), in whose name the shares of Common Stock are held. William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Raging Master has delegated to Raging Capital the sole authority to vote and dispose of the securities held by Raging Master pursuant to an Investment Management Agreement, dated November 9, 2012 (the “IMA”). The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days’ written notice. As a result, each of Raging Capital and William C. Martin may be deemed to beneficially own the shares of Common Stock held by Raging Master.
Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers of Raging Capital. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The address of the principal office of each of the Reporting Persons is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553.
(c) The principal business of Raging Capital is serving as the Investment Manager of Raging Master. The principal occupation of William C. Martin is serving as the Chairman, Chief Investment Officer and Managing Member of Raging Capital.
(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Raging Capital is organized under the laws of the State of Delaware. William C. Martin is a citizen of the United States of America.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 1,744,569 shares outstanding as of March 25, 2016, which is the total number of shares outstanding as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2016.
As of the close of business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 782,498 shares of Common Stock, constituting approximately 44.9% of the shares outstanding, held by Raging Master by virtue of their relationships with Raging Master discussed in further detail in Item 2. Mr. Martin also directly owns 1,386 shares of Common Stock which, together with the 782,498 shares of Common Stock held by Raging Master he may be deemed to beneficially own, constitutes approximately 44.9% of the shares outstanding.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Person 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 shares of Common Stock owned by the other Reporting Person. 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 shares of Common Stock he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares of Common Stock 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 of Common Stock held by Raging Master. Mr. Martin has the sole power to vote and dispose of the shares of Common Stock he directly owns.
(c) The Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
On May 5, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Joint Filing Agreement by and between Raging Capital Management, LLC and William C. Martin, dated May 5, 2016.
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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.
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Dated: May 5, 2016
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Raging Capital Management, LLC
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By:
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/s/ William C. Martin
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Name:
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William C. Martin
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Title:
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Chairman, Chief Investment Officer and
Managing Member
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/s/ William C. Martin
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William C. Martin
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SCHEDULE A
Executive Officers of Raging Capital Management, LLC
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Name and Position
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Present Principal Occupation
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Business Address
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William C. Martin,
Chairman, Chief Investment Officer and Managing Member
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Chairman, Chief Investment Officer and Managing Member of Raging Capital Management, LLC
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c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
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Frederick C. Wasch,
Chief Financial Officer
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Chief Financial Officer of Raging Capital Management, LLC
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c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
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