UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7) *
TUESDAY MORNING CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
899035505
(CUSIP Number)
Becker Drapkin Management, L.P.
Attn: Steven R. Becker
Attn: Matthew A. Drapkin
500 Crescent Court, Suite 230
Dallas, Texas 75201
(214) 756-6156
With a copy to:
Taylor H. Wilson
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5615
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 23, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 899035505 |
1. |
Names of Reporting Persons
Becker Drapkin Management, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF, OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
1,081,407 | ||||
8. | Shared Voting Power
1,784,933 | |||||
9. | Sole Dispositive Power
1,081,407 | |||||
10. | Shared Dispositive Power
1,784,933 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,866,340 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
6.7% | |||||
14. | Type of Reporting Person (See Instructions)
IA, PN |
CUSIP No. 899035505 |
1. |
Names of Reporting Persons
Becker Drapkin Partners (QP), L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
1,035,041 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,035,041 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,035,041 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
2.4% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 899035505 |
1. |
Names of Reporting Persons
Becker Drapkin Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
143,655 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
143,655 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
143,655 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.3% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 899035505 |
1. |
Names of Reporting Persons
BD Partners V, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
606,237 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
606,237 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
606,237 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
1.4% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 899035505 |
1. |
Names of Reporting Persons
BC Advisors, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF, OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,866,340 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,866,340 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,866,340 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
6.7% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
CUSIP No. 899035505 |
1. |
Names of Reporting Persons
Steven R. Becker | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF, OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
22,18612 | ||||
8. | Shared Voting Power
2,866,340 | |||||
9. | Sole Dispositive Power
13,8861 | |||||
10. | Shared Dispositive Power
2,866,340 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,888,52612 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
6.7% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
1 | Includes 5,000 shares of common stock of the issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13D pursuant to stock options to acquire shares of common stock of the issuer. |
2 | Includes 8,300 unvested shares of restricted stock of the issuer, which are subject to forfeiture and restrictions and vest on November 4, 2013. |
CUSIP No. 899035505 |
1. |
Names of Reporting Persons
Matthew A. Drapkin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF, OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,866,340 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,866,340 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,866,340 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
6.7% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
This Amendment No. 7 to Schedule 13D (this Amendment) is filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the Common Stock, $0.01 par value (the Common Stock), of Tuesday Morning Corporation, a Delaware corporation (the Issuer) previously filed by the Reporting Persons with the Securities and Exchange Commission (the Commission) on June 6, 2012, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on June 26, 2012, Amendment No. 2 to the Schedule 13D filed on July 2, 2012, Amendment No. 3 to the Schedule 13D filed on September 14, 2012, Amendment No. 4 to the Schedule 13D filed on October 26, 2012, Amendment No. 5 to the Schedule 13D filed on November 7, 2012 and Amendment No. 6 to the Schedule 13D filed on May 10, 2013 (as amended, the Schedule 13D). This Amendment reflects changes to beneficial ownership as a result of the disposition of shares of Common Stock by the Reporting Persons. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
(b) Number of shares as to which each Reporting Person has:
(i) | sole power to vote or to direct the vote: |
See Item 7 on the cover page(s) hereto.
(ii) | shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.
(iii) | sole power to dispose or to direct the disposition of: |
See Item 9 on the cover page(s) hereto.
(iv) | shared power to dispose or to direct the disposition of: |
See Item 10 on the cover page(s) hereto.
The Becker Drapkin Funds, the Managed Account and Mr. Becker are the record and direct beneficial owners of the securities covered by this Schedule 13D.
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin QP (the Becker Drapkin QP Shares). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, BD Partners V Shares and the Managed Account Shares.
Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin, L.P. (the Becker Drapkin, L.P. Shares). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares, BD Partners V Shares and the Managed Account Shares.
BD Partners V has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by BD Partners VI (the BD Partners V Shares, and together with the Becker Drapkin QP Shares and the Becker Drapkin, L.P. Shares, the Becker Drapkin Funds Shares). BD Partners V disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, Becker Drapkin QP Shares and the Managed Account Shares.
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the disposition of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) any shares of Common Stock beneficially owned by the Managed Account (the Managed Account Shares). BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares and the Managed Account Shares.
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management. BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management.
As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.
Mr. Becker owns (i) 17,186 shares of Common Stock (including 8,300 unvested shares of restricted stock of the Issuer, which are subject to forfeiture and restrictions and vest on November 4, 2013) (the Becker Shares) and (ii) 5,000 options to purchase Common Stock which will vest within 60 days (the Options) and, in each case, which were granted to him pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan. Each of the Reporting Persons (other than Mr. Becker) disclaims beneficial ownership over the Becker Shares and the Options.
As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.
Transaction Date |
Effecting Person(s) |
Shares Acquired | Shares Disposed |
Price Per Share |
Description of Transaction | |||||
08/23/2013 |
BD Partners V | 201,984 | $14.096(1) | Open Market Transaction | ||||||
08/23/2013 |
Becker Drapkin QP | 344,853 | $14.096(1) | Open Market Transaction | ||||||
08/23/2013 |
Becker Drapkin, L.P. | 47,862 | $14.096(1) | Open Market Transaction | ||||||
08/23/2013 |
BD Management | 360,301 | $14.096(1) | Open Market Transaction |
(1) | Excluding commissions of $0.04 per share. |
(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The following exhibits are filed as exhibits hereto:
Exhibit |
Description of Exhibit | |
24.1 | Power of Attorney, dated August 27, 2013 (filed herewith) | |
99.1 | Joint Filing Agreement, dated August 27, 2013 (filed herewith) | |
99.2 | Letter, dated June 5, 2012, to Board of Directors of Tuesday Morning Corporation from Becker Drapkin Management, L.P (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on June 6, 2012 by the Reporting Persons with the SEC) | |
99.3 | Agreement, dated June 29, 2012, by and among Tuesday Morning Corporation; Steven R. Becker; Matthew A. Drapkin; BC Advisors, LLC; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; and BD Partners V, L.P. (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on July 2, 2012 by the Reporting Persons with the SEC) | |
99.4 | Stock Purchase Plan, dated September 13, 2012, by and between Becker Management, L.P. and Knight Capital Americas LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on September 14, 2012 by the Reporting Persons with the SEC) | |
99.5 | Stock Purchase Plan, dated May 9, 2013, by and between Becker Drapkin Management, L.P. and Janney Montgomery Scott, LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on May 10, 2013 by the Reporting Persons with the SEC) |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 27, 2013 |
BECKER DRAPKIN MANAGEMENT, L.P. | |||||
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||||
By: | Becker Drapkin Management, L.P. | |||||
Its: | General Partner | |||||
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS, L.P. | ||||||
By: | Becker Drapkin Management, L.P. | |||||
Its: | General Partner | |||||
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BD PARTNERS V, L.P. | ||||||
By: | Becker Drapkin Management, L.P. | |||||
Its: | General Partner | |||||
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BC ADVISORS, LLC | ||||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact |
STEVEN R. BECKER | ||||||
/s/ Ashley Sekimoto | ||||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
MATTHEW A. DRAPKIN | ||||||
/s/ Ashley Sekimoto | ||||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
24.1 | Power of Attorney, dated August 27, 2013 (filed herewith) | |
99.1 | Joint Filing Agreement, dated August 27, 2013 (filed herewith) | |
99.2 | Letter, dated June 5, 2012, to Board of Directors of Tuesday Morning Corporation from Becker Drapkin Management, L.P (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on June 6, 2012 by the Reporting Persons with the SEC) | |
99.3 | Agreement, dated June 29, 2012, by and among Tuesday Morning Corporation; Steven R. Becker; Matthew A. Drapkin; BC Advisors, LLC; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; and BD Partners V, L.P. (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on July 2, 2012 by the Reporting Persons with the SEC) | |
99.4 | Stock Purchase Plan, dated September 13, 2012, by and between Becker Management, L.P. and Knight Capital Americas LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on September 14, 2012 by the Reporting Persons with the SEC) | |
99.5 | Stock Purchase Plan, dated May 9, 2013, by and between Becker Drapkin Management, L.P. and Janney Montgomery Scott, LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on May 10, 2013 by the Reporting Persons with the SEC) |
Exhibit 24.1
POWER OF ATTORNEY
August 27, 2013
Know all men by these presents, that each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners V, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby constitutes and appoints Ashley Sekimoto, as the true and lawful attorney-in-fact and agent of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, (i) to execute any and all filings required by such party under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act) (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform any and all acts for, in the name of, and on behalf of such party which said attorney-in-fact determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements and/or exhibits and any and all other document(s) in connection therewith, (iii) to file such filings, amendments, supplements, exhibits and/or documents with any governmental office or agency, whether U.S., foreign, state or local government (including, without limitation, the U.S. Securities and Exchange Commission and state securities administrators or commissions), or any stock exchange or stock quotation system, as may be required under applicable laws or rules and regulations of any stock exchange or stock quotation system, and (iv) to perform any and all other acts that said attorney-in-fact or agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such party, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. Each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners V, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby acknowledges that the foregoing attorney-in-fact and agent in serving in such capacity at the request of such party, is not assuming any of the responsibilities of such party to comply with Section 16 or Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
This Power of Attorney shall remain in full force and effect until each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners V, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin is no longer required to file reports under Section 13 or Section 16 of the Exchange Act (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), unless earlier revoked by any of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners V, L.P., BC Advisors, LLC, Steven R. Becker or Matthew A. Drapkin in a signed writing delivered to Ashley Sekimoto.
IN WITNESS WHEREOF, each party hereto has caused this agreement to be executed and effective as of the date first written above.
Date: August 27, 2013 | BECKER DRAPKIN MANAGEMENT, L.P. | |||||
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||||
By: | Becker Drapkin Management, L.P. | |||||
Its: | General Partner |
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: |
/s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS, L.P. | ||||||
By: | Becker Drapkin Management, L.P. | |||||
Its: | General Partner | |||||
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: |
/s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BD PARTNERS V, L.P. | ||||||
By: | Becker Drapkin Management, L.P. | |||||
Its: | General Partner | |||||
By: | BC Advisors, LLC | |||||
Its: | General Partner | |||||
By: |
/s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BC ADVISORS, LLC | ||||||
By: |
/s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
STEVEN R. BECKER | ||||||
By: |
/s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
MATTHEW A. DRAPKIN | ||||||
By: |
/s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact |
Exhibit 99.1
JOINT FILING AGREEMENT
August 27, 2013
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
Date: August 27, 2013 |
BECKER DRAPKIN MANAGEMENT, L.P. | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BECKER DRAPKIN PARTNERS, L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BD PARTNERS V, L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner |
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BC ADVISORS, LLC | ||||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
STEVEN R. BECKER | ||||
/s/ Ashley Sekimoto | ||||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
MATTHEW A. DRAPKIN | ||||
/s/ Ashley Sekimoto | ||||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact |