1
|
NAME OF REPORTING PERSON
MESON CAPITAL, 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
NEW YORK
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
33,732
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
33,732
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,732
|
||
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
PN
|
1
|
NAME OF REPORTING PERSON
MESON CAPITAL PARTNERS 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
33,732
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
33,732
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,732
|
||
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
OO
|
1
|
NAME OF REPORTING PERSON
RYAN J. MORRIS
|
||
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
CANADA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
33,732
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
33,732
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,732
|
||
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 PERSON
THE EVANS DRIVE TRUST
|
||
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
MASSACHUSETTS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
66,581
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
66,581
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,581
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
WENDY E. REISMAN
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
12,423
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
12,423
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,423
|
||
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 PERSON
MARGARET P. ROACH
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
25,566
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
25,566
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,566
|
||
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 PERSON
BRIAN J. ROACH
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC/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
133,406
|
|
8
|
SHARED VOTING POWER
37,989
|
||
9
|
SOLE DISPOSITIVE POWER
133,406
|
||
10
|
SHARED DISPOSITIVE POWER
37,989
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,395
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MOHAMED ALKADY
|
||
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
ARTHUR L. GOLDBERG
|
||
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 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Meson Capital, LP, a New York limited partnership (“Meson LP”);
|
|
(ii)
|
Meson Capital Partners LLC, a Delaware limited liability company (“Meson LLC”), as the general partner of Meson LP;
|
|
(iii)
|
Ryan J. Morris, as the managing member of Meson LLC, and as a nominee for the Board of Directors of the Issuer (the “Board”);
|
|
(iv)
|
The Evans Drive Trust, a Massachusetts trust (the “Drive Trust”);
|
|
(v)
|
Wendy E. Reisman;
|
|
(vi)
|
Margaret P. Roach;
|
|
(vii)
|
Brian J. Roach;
|
|
(viii)
|
Mohamed Alkady, as a nominee for the Board; and
|
|
(ix)
|
Arthur L. Goldberg, as a nominee for 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.
|
A.
|
Meson LP
|
|
(a)
|
As of the close of business on March 25, 2016, Meson LP beneficially owned 33,732 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 33,732
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 33,732
|
|
(c)
|
The transactions in the Shares by Meson LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Meson LLC
|
|
(a)
|
Meson LLC, as the general partner of Meson LP, may be deemed the beneficial owner of the 33,732 Shares owned by Meson LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 33,732
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 33,732
|
|
(c)
|
Meson LLC has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Meson LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Mr. Morris
|
|
(a)
|
Mr. Morris, as the managing member of Meson LLC, may be deemed the beneficial owner of the 33,732 Shares owned by Meson LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 33,732
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 33,732
|
|
(c)
|
Mr. Morris has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Meson LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
The Drive Trust
|
|
(a)
|
As of the close of business on March 25, 2016, the Drive Trust beneficially owned 66,581 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 66,581
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 66,581
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by the Drive Trust during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Ms. Reisman
|
|
(a)
|
As of the close of business on March 25, 2016, Ms. Reisman beneficially owned: (i) 1,083 Shares and (ii) 11,340 Shares held in the Joint Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 12,423
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 12,423
|
|
(c)
|
Ms. Reisman has not entered into any transactions in the Shares during the past sixty days.
|
F.
|
Ms. Roach
|
|
(a)
|
As of the close of business on March 25, 2016, Ms. Roach beneficially owned 25,566 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 25,566
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 25,566
|
|
(c)
|
Ms. Roach has not entered into any transactions in the Shares during the past sixty days.
|
G.
|
Mr. Roach
|
|
(a)
|
As of the close of business on March 25, 2016, Mr. Roach beneficially owned (i) 66,825 Shares and (ii) 11,340 Shares held in the Joint Account. Mr. Roach, as trustee to the Drive Trust, may be deemed the beneficial owner of the 66,581 Shares owned by the Drive Trust. Mr. Roach may also be deemed to beneficially own the (i) 1,083 Shares owned by Ms. Reisman, and (ii) 25,566 Shares owned by Ms. Roach.
|
|
(b)
|
1. Sole power to vote or direct vote: 133,406
|
|
2. Shared power to vote or direct vote: 37,989
|
|
3. Sole power to dispose or direct the disposition: 133,406
|
|
4. Shared power to dispose or direct the disposition: 37,989
|
|
(c)
|
The transactions in the Shares by Mr. Roach and the Drive Trust during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
Mr. Alkady
|
|
(a)
|
As of the close of business on March 25, 2016, Mr. Alkady did not 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)
|
Mr. Alkady has not entered into any transactions in the Shares during the past sixty days.
|
I.
|
Mr. Goldberg
|
|
(a)
|
As of the close of business on March 25, 2016, Mr. Goldberg did not 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)
|
Mr. Goldberg has not entered into any transactions in the Shares during the past sixty days.
|
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 Meson Capital, LP, Meson Capital Partners LLC, Ryan J. Morris, The Evans Drive Trust, Wendy E. Reisman, Margaret P. Roach, Brian J. Roach, Mohamed Alkady and Arthur L. Goldberg dated March 23, 2016.
|
|
99.2
|
Powers of Attorney.
|
MESON CAPITAL, LP
|
||
By:
|
Meson Capital Partners LLC,
General Partner
|
|
By:
|
/s/ Ryan J. Morris
|
|
Name:
|
Ryan J. Morris
|
|
Title:
|
Managing Member
|
MESON CAPITAL PARTNERS LLC
|
||
By:
|
/s/ Ryan J. Morris
|
|
Name:
|
Ryan J. Morris
|
|
Title:
|
Managing Member
|
/s/ Ryan J. Morris
|
|
RYAN J. MORRIS
|
/s/ Mohamed Alkady
|
|
MOHAMED ALKADY |
/s/ Arthur L. Goldberg
|
|
ARTHUR L. GOLDBERG |
THE EVANS DRIVE TRUST
|
||
By:
|
/s/ Brian J. Roach
|
|
Name:
|
Brian J. Roach
|
|
Title:
|
Trustee
|
/s/ Brian J. Roach
|
|
BRIAN J. ROACH, Individually and as attorney-in-fact for Wendy E. Reisman and Margaret P. Roach
|
Class of
Security
|
Securities
Purchased / (Sold)
|
Price ($)
|
Date of
Purchase / Sale
|
MESON CAPITAL, LP
|
|||
Common Stock
|
1,000
|
1.3300
|
03/03/2016
|
Common Stock
|
9,000
|
1.4262
|
03/04/2016
|
Common Stock
|
100
|
1.4900
|
03/07/2016
|
Common Stock
|
633
|
1.5000
|
03/08/2016
|
Common Stock
|
133
|
1.5000
|
03/11/2016
|
Common Stock
|
12,200
|
1.5372
|
03/18/2016
|
BRIAN J. ROACH
|
|||
Common Stock
|
100
|
1.4600
|
03/16/2016
|
Common Stock
|
4,706
|
1.5000
|
03/16/2016
|
THE EVANS DRIVE TRUST
|
|||
Common Stock
|
100
|
1.4100
|
02/10/2016
|
Common Stock
|
100
|
1.4400
|
02/10/2016
|
Common Stock
|
900
|
1.4500
|
02/10/2016
|
MESON CAPITAL, LP
|
||
By:
|
Meson Capital Partners LLC,
General Partner
|
|
By:
|
/s/ Ryan J. Morris
|
|
Name:
|
Ryan J. Morris
|
|
Title:
|
Managing Member
|
MESON CAPITAL PARTNERS LLC
|
||
By:
|
/s/ Ryan J. Morris
|
|
Name:
|
Ryan J. Morris
|
|
Title:
|
Managing Member
|
/s/ Ryan J. Morris
|
|
RYAN J. MORRIS
|
THE EVANS DRIVE TRUST
|
||
By:
|
/s/ Brian J. Roach
|
|
Name:
|
Brian J. Roach
|
|
Title:
|
Trustee |
/s/ Brian J. Roach
|
|
BRIAN J. ROACH
|
/s/ Wendy E. Reisman
|
|
WENDY E. REISMAN
|
/s/ Margaret P. Roach
|
|
MARGARET P. ROACH
|
/s/ Arthur L. Goldberg
|
|
ARTHUR L. GOLDBERG
|
/s/ Mohamed Alkady
|
|
MOHAMED ALKADY
|
/s/ Wendy E. Reisman
|
WENDY E. REISMAN
|
/s/ Margaret P. Roach
|
MARGARET P. ROACH
|