1
|
NAME OF REPORTING PERSONS
CANNELL CAPITAL LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC/OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
WYOMING
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,115,294
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
1,115,294
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,294
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.28%
|
|
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSONS
J. CARLO CANNELL
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC/OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,115,294
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
1,115,294
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,294
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.28%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
DILIP SINGH
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,000
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
ALFRED JOHN KNAPP, JR
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
CHARLES M. GILLMAN
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
21,500
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
21,500
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
MARK D. STOLPER
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
JOHN M. CLIMACO
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
KENNETH H. SHUBIN STEIN
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUM
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Cannell Capital LLC, a Wyoming limited liability company (“Cannell Capital”);
|
|
(ii)
|
J. Carlo Cannell;
|
|
(iii)
|
Dilip Singh;
|
|
(iv)
|
Alfred John Knapp, Jr.;
|
|
(v)
|
Charles M. Gillman;
|
|
(vi)
|
Mark D. Stolper;
|
|
(vii)
|
John M. Climaco; and
|
|
(viii)
|
Kenneth H. Shubin Stein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
|
·
|
Tristan Partners, L.P.: $4,538,711.69
|
|
·
|
Tristan Offshore Fund, Ltd.: $2,204,366.40
|
|
·
|
Cannell Capital Separately Managed Accounts: $428,077.06
|
|
·
|
The Cannell Investment Vehicles have invested an aggregate amount of approximately $7,171,155.19 in the Shares.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Cannell Capital
|
|
(a)
|
Cannell Capital, as investment advisor to the Cannell Investment Vehicles, may be deemed to beneficially own the Shares directly owned by the Cannell Investment Vehicles. As of the close of business on the date hereof, Cannell Capital may be deemed to beneficially own the 1,115,294 Shares owned directly by the Cannell Investment Vehicles.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,115,294
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,115,294
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Cannell Capital during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
J. Carlo Cannell
|
|
(a)
|
Mr. Cannell as the Managing Member of the Cannell Capital may be deemed to beneficially own the 1,115,294 Shares owned by the Cannell Investment Vehicles.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,115,294
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,115,294
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Cannell has not entered into any transactions in the Shares during the past sixty days apart from those set forth in Schedule A made on behalf of Cannell Capital in Mr. Cannell’s capacity as Managing Member.
|
C.
|
Dilip Singh
|
|
(a)
|
As of the close of business as of the date hereof, Mr. Singh directly owned 1,000 Shares jointly wife his wife, Sirtaj Singh.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,000
|
|
(c)
|
The transactions in the Shares by Mr. Singh during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Charles M. Gillman
|
|
(a)
|
As of the close of business on the date hereof, Mr. Gillman directly owned 20,000 Shares jointly with his wife, Elizabeth Kopple. In addition, Elizabeth Kopple beneficially owns 1,500 Shares and, as such, Mr. Gillman may be deemed to be the beneficial owner of such 1,500 Shares.2
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 21,500
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 21,500
|
|
(c)
|
The transactions in the Shares by Mr. Gillman during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Alfred John Knapp, Jr., Mark D. Stolper, John M. Climaco and Kenneth H. Shubin Stein
|
|
(a)
|
As of the close of business on the date hereof, none of Messrs. Knapp, Stolper, Climaco or Shubin Stein own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
None of Messrs. Knapp, Stolper, Climaco or Shubin Stein has entered into any transactions in the Shares during the past sixty days.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Agreement by and among Cannell Capital LLC, Dilip Singh, Alfred John Knapp, Jr., Charles M. Gillman, Mark D. Stolper, John M. Climaco and Kenneth H. Shubin Stein, dated as of May 28, 2014.
|
|
99.2
|
Joint Filing Agreement by and among Cannell Capital LLC, J. Carlo Cannell, Dilip Singh, Alfred John Knapp, Jr., Charles M. Gillman, Mark D. Stolper, John M. Climaco and Kenneth H. Shubin Stein, dated as of June 4, 2014.
|
CANNELL CAPITAL LLC
|
||
By:
|
/s/ J. Carlo Cannell
|
Name: J. Carlo Cannell
|
|
Title: Managing Member
|
|
/s/ J. Carlo Cannell
|
|
J. Carlo Cannell
|
|
/s/ Dilip Singh
|
|
Dilip Singh
|
|
/s/ Alfred John Knapp, Jr.
|
|
Alfred John Knapp, Jr.
|
|
/s/ Charles M. Gillman
|
|
Charles M. Gillman
|
|
/s/ Mark D. Stolper
|
|
Mark D. Stolper
|
|
/s/ John M. Climaco
|
|
John M. Climaco
|
|
/s/ Kenneth H. Shubin Stein
|
|
Kenneth H. Shubin Stein
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/(Sale)
|
CANNELL CAPITAL
|
||
3,331 (TRISTAN OFFSHORE FUND)
|
$6.93
|
3/24/2014
|
5,080 (TRISTAN PARTNERS, L.P.)
|
$6.93
|
3/24/2014
|
2,308 (TRISTAN OFFSHORE FUND)
|
$5.21
|
4/28/2014
|
4,831 (TRISTAN PARTNERS, L.P.)
|
$5.21
|
4/28/2014
|
12,932 (TRISTAN OFFSHORE FUND)
|
$5.22
|
4/29/2014
|
2,004 (TRISTAN OFFSHORE FUND)
|
$5.29
|
4/29/2014
|
27,068 (TRISTAN PARTNERS, L.P.)
|
$5.22
|
4/29/2014
|
4,196 (TRISTAN PARTNERS, L.P.)
|
$5.29
|
4/29/2014
|
96 (TRISTAN OFFSHORE FUND)
|
$5.51
|
5/1/2014
|
204 (TRISTAN PARTNERS, L.P.)
|
$5.51
|
5/1/2014
|
1,298 (TRISTAN OFFSHORE FUND)
|
$5.60
|
5/2/2014
|
2,718 (TRISTAN PARTNERS, L.P.)
|
$5.60
|
5/2/2014
|
1,228 (TRISTAN OFFSHORE FUND)
|
$5.66
|
5/5/2014
|
2,572 (TRISTAN PARTNERS, L.P.)
|
$5.66
|
5/5/2014
|
3,155 (TRISTAN OFFSHORE FUND)
|
$5.68
|
5/6/2014
|
6,604 (TRISTAN PARTNERS, L.P.)
|
$5.68
|
5/6/2014
|
2,085 (TRISTAN OFFSHORE FUND)
|
$5.65
|
5/7/2014
|
4,366 (TRISTAN PARTNERS, L.P.)
|
$5.65
|
5/7/2014
|
26,288 (TRISTAN OFFSHORE FUND)
|
$5.20
|
5/8/2014
|
18 (TRISTAN OFFSHORE FUND)
|
$5.17
|
5/8/2014
|
55,012 (TRISTAN PARTNERS, L.P.)
|
$5.20
|
5/8/2014
|
35 (TRISTAN PARTNERS, L.P.)
|
$5.17
|
5/8/2014
|
40,000 (TRISTAN PARTNERS, L.P.)
|
$4.45
|
5/9/2014
|
1,157 (TRISTAN OFFSHORE FUND)
|
$4.62
|
5/12/2014
|
1,941 (TRISTAN PARTNERS, L.P.)
|
$4.62
|
5/12/2014
|
5,331 (TRISTAN OFFSHORE FUND)
|
$4.69
|
5/13/2014
|
8,940 (TRISTAN PARTNERS, L.P.)
|
$4.69
|
5/13/2014
|
13,076 (TRISTAN OFFSHORE FUND)
|
$4.46
|
5/14/2014
|
21,924 (TRISTAN PARTNERS, L.P.)
|
$4.46
|
5/14/2014
|
7,472 (TRISTAN OFFSHORE FUND)
|
$4.41
|
5/15/2014
|
12,528 (TRISTAN PARTNERS, L.P.)
|
$4.41
|
5/15/2014
|
3,619 (TRISTAN OFFSHORE FUND)
|
$4.29
|
5/16/2014
|
6,068 (TRISTAN PARTNERS, L.P.)
|
$4.29
|
5/16/2014
|
186 (TRISTAN OFFSHORE FUND)
|
$4.30
|
5/19/2014
|
314 (TRISTAN PARTNERS, L.P.)
|
$4.30
|
5/19/2014
|
13,181 (TRISTAN PARTNERS, L.P.)
|
$4.17
|
5/20/2014
|
7,866 (TRISTAN OFFSHORE FUND)
|
$4.17
|
5/20/2014
|
DILIP SINGH
|
||
1,000
|
$5.16
|
05/08/2014
|
CHARLES M. GILLMAN
|
||
500*
|
$5.64
|
05/02/2014
|
20,000
|
$5.78
|
05/05/2014
|
1,000*
|
$4.67
|
05/09/2014
|
Agreed: | ||
CANNELL CAPITAL LLC
|
||
By:
|
/s/ J. Carlo Cannell
|
Name: J. Carlo Cannell
|
|
Title: Managing Member
|
|
/s/ Dilip Singh
|
|
Dilip Singh
|
|
/s/ Alfred John Knapp, Jr.
|
|
Alfred John Knapp, Jr.
|
|
/s/ Charles M. Gillman
|
|
Charles M. Gillman
|
|
/s/ Mark D. Stolper
|
|
Mark D. Stolper
|
|
/s/ John M. Climaco
|
|
John M. Climaco
|
|
/s/ Kenneth H. Shubin Stein
|
|
Kenneth H. Shubin Stein
|
CANNELL CAPITAL LLC
|
||
By:
|
/s/ J. Carlo Cannell
|
Name: J. Carlo Cannell
|
|
Title: Managing Member
|
|
/s/ J. Carlo Cannell
|
|
J. Carlo Cannell
|
|
/s/ Dilip Singh
|
|
Dilip Singh
|
|
/s/ Alfred John Knapp, Jr.
|
|
Alfred John Knapp, Jr.
|
|
/s/ Charles M. Gillman
|
|
Charles M. Gillman
|
|
/s/ Mark D. Stolper
|
|
Mark D. Stolper
|
|
/s/ John M. Climaco
|
|
John M. Climaco
|
|
/s/ Kenneth H. Shubin Stein
|
|
Kenneth H. Shubin Stein
|