1
|
NAME OF REPORTING PERSON
Raging Capital Fund, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,171,623*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,171,623*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,171,623*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging Capital Fund (QP), LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,319,504*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,319,504*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,319,504*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Raging Capital Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,491,127*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,491,127*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,491,127*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
William C. Martin
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
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
3,491,127*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,491,127*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,491,127*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Paul K. McWilliams
|
||
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)
|
¨
|
|
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 PERSON
Kenneth H. Traub
|
||
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)
|
¨
|
|
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
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Raging Capital Fund, LP, a Delaware limited partnership (“Raging Capital Fund”);
|
|
(ii)
|
Raging Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the “Raging Funds”);
|
|
(iii)
|
Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), who serves as the general partner of each of the Raging Funds;
|
|
(iv)
|
William C. Martin, who serves as the managing member of Raging Capital;
|
|
(v)
|
Paul K. McWilliams, a nominee for election to the Board of Directors of the Issuer (the “Board”); and
|
|
(vi)
|
Kenneth H. Traub, a nominee for election to the Board.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging Capital Management, LLC, William C. Martin, Paul K. McWilliams and Kenneth H. Traub, dated November 20, 2012.
|
|
99.2
|
Indemnification Agreement by and between Raging Capital Management, LLC and Paul K. McWilliams, dated November 20, 2012.
|
|
99.3
|
Indemnification Agreement by and between Raging Capital Management, LLC and Kenneth H. Traub, dated November 20, 2012.
|
|
99.4
|
Compensation Agreement by and between Raging Capital Management, LLC and Paul K. McWilliams, dated November 20, 2012.
|
|
99.5
|
Compensation Agreement by and between Raging Capital Management, LLC and Kenneth H. Traub, dated November 20, 2012.
|
Raging Capital Fund, LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Fund (QP), LP
|
|||
By:
|
Raging Capital Management, LLC
General Partner
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as Attorney-in-fact for William C. Martin
|
/s/ Paul K. McWilliams
|
|
Paul K. McWilliams
|
/s/ Kenneth H. Traub
|
|
Kenneth H. Traub
|
Raging Capital Fund, LP
|
||||
By:
|
Raging Capital Management, LLC
General Partner
|
|||
By:
|
/s/ William C. Martin
|
|||
Name:
|
William C. Martin
|
|||
Title:
|
Managing Member
|
Raging Capital Fund (QP), LP
|
||||
By:
|
Raging Capital Management, LLC
General Partner
|
|||
By:
|
/s/ William C. Martin
|
|||
Name:
|
William C. Martin
|
|||
Title:
|
Managing Member
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
/s/ William C. Martin
|
|
William C. Martin
|
/s/ Paul K. McWilliams
|
|
Paul K. McWilliams
|
/s/ Kenneth H. Traub
|
|
Kenneth H. Traub
|
Very truly yours,
|
||
RAGING CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ William C. Martin
|
|
William C. Martin
|
||
Managing Member
|
ACCEPTED AND AGREED:
|
|
/s/ Paul K. McWilliams
|
|
PAUL K. MCWILLIAMS
|
Very truly yours,
|
||
RAGING CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ William C. Martin
|
|
William C. Martin
|
||
Managing Member
|
ACCEPTED AND AGREED:
|
|
/s/ Kenneth H. Traub
|
|
KENNETH H. TRAUB
|
Very truly yours,
|
|
RAGING CAPITAL MANAGEMENT, LLC
|
|
By:
|
/s/ William C. Martin
|
Name:
|
William C. Martin
|
Title:
|
Managing Member
|
ACCEPTED AND AGREED:
|
|
/s/ Paul K. McWilliams
|
|
PAUL K. MCWILLIAMS
|
Very truly yours,
|
|
RAGING CAPITAL MANAGEMENT, LLC
|
|
By:
|
/s/ William C. Martin
|
Name:
|
William C. Martin
|
Title:
|
Managing Member
|
ACCEPTED AND AGREED:
|
|
/s/ Kenneth H. Traub
|
|
KENNETH H. TRAUB
|