1
|
NAME OF REPORTING PERSON
Dialectic Capital Partners, 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
255,800
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
255,800
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,800
|
||
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
Dialectic Offshore, Ltd.
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
943,400
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
943,400
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,400
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Dialectic Antithesis Partners, 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
1,011,288
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,011,288
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,011,288
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Dialectic Capital Management, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
2,210,488
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,210,488
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210,488
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
IA, PN
|
1
|
NAME OF REPORTING PERSON
Dialectic 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
OO
|
||
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
2,210,488
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,210,488
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210,488
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Bernard J. Eastwood
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UK
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,210,488
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,210,488
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210,488
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
John Fichthorn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
2,210,488
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,210,488
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210,488
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Scott Daniels
|
||
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
Alan B. Howe
|
||
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
John Mutch
|
||
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
Edward Rose
|
||
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)
|
Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Dialectic Offshore, Ltd., a Cayman Islands exempted company (“DOF”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Dialectic Capital Management, LP, a Delaware limited partnership (“Dialectic Capital”), as the investment manager to each of Dialectic Capital Partners, DAP and DOF;
|
|
(v)
|
Dialectic Capital, LLC, a Delaware limited liability company (“Dialectic GP”), as the general partner to each of Dialectic Capital Partners, DAP and DOF;
|
|
(vi)
|
Bernard J. Eastwood, as a managing partner to Dialectic Capital;
|
|
(vii)
|
John Fichthorn, as a managing partner to Dialectic Capital, and as a nominee for the Board of Directors of the Issuer (the “Board”);
|
|
(viii)
|
Scott Daniels, as a nominee for the Board;
|
|
(ix)
|
Alan B. Howe, as a nominee for the Board;
|
|
(x)
|
John Mutch, as a nominee for the Board; and
|
|
(xi)
|
Edward Rose, 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.
|
Dialectic Capital Partners
|
|
(a)
|
As of the close of business on June 1, 2016, Dialectic Capital Partners beneficially owned 255,800 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 255,800
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 255,800
|
|
(c)
|
The transactions in the Shares by Dialectic Capital Partners during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
DOF
|
|
(a)
|
As the close of business on June 1, 2016, DOF beneficially owned 943,400 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 943,400
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 943,400
|
|
(c)
|
The transactions in the Shares by DOF during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
DAP
|
|
(a)
|
As the close of business on June 1, 2016, DAP beneficially owned 1,011,288 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,011,288
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,011,288
|
|
(c)
|
The transactions in the Shares by DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Dialectic Capital
|
|
(a)
|
Dialectic Capital as the investment manager to each of Dialectic Capital Partners, DAP and DOF, may be deemed the beneficial owner of the (i) 255,800 Shares owned by Dialectic Capital Partners, (ii) 943,400 Shares owned by DOF and (iii) 1,011,288 Shares owned by DAP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,210,488
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,210,488
|
|
(c)
|
Dialectic Capital has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
E.
|
Dialectic GP
|
|
(a)
|
Dialectic GP, as the general partner to each of Dialectic Capital Partners, DAP and DOF, may be deemed the beneficial owner of the (i) 255,800 Shares owned by Dialectic Capital Partners, (ii) 943,400 Shares owned by DOF and (iii) 1,011,288 Shares owned by DAP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,210,488
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,210,488
|
|
(c)
|
Dialectic GP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
F.
|
Mr. Eastwood
|
|
(a)
|
Mr. Eastwood, as a managing partner to Dialectic Capital, may be deemed the beneficial owner of the (i) 255,800 Shares owned by Dialectic Capital Partners, (ii) 943,400 Shares owned by DOF and (iii) 1,011,288 Shares owned by DAP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,210,488
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,210,488
|
|
(c)
|
Mr. Eastwood has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
G.
|
Mr. Fichthorn
|
|
(a)
|
Mr. Fichthorn, as a managing partner to Dialectic Capital, may be deemed the beneficial owner of the (i) 255,800 Shares owned by Dialectic Capital Partners, (ii) 943,400 Shares owned by DOF and (iii) 1,011,288 Shares owned by DAP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,210,488
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,210,488
|
|
(c)
|
Mr. Fichthorn has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
H.
|
Mr. Daniels
|
|
(a)
|
As of the close of business on June 1, 2016, Mr. Daniels 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. Daniels has not entered into any transactions in the Shares during the past sixty (60) days.
|
I.
|
Mr. Howe
|
|
(a)
|
As of the close of business on June 1, 2016, Mr. Howe 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. Howe has not entered into any transactions in the Shares during the past sixty (60) days.
|
J.
|
Mr. Mutch
|
|
(a)
|
As of the close of business on June 1, 2016, Mr. Mutch 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. Mutch has not entered into any transactions in the Shares during the past sixty (60) days.
|
K.
|
Mr. Rose
|
|
(a)
|
As of the close of business on June 1, 2016, Mr. Rose 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. Rose has not entered into any transactions in the Shares during the past sixty (60) 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
|
Letter to the Board of Directors, dated June 2, 2016.
|
|
99.2
|
Joint Filing and Solicitation Agreement by and among Dialectic Capital Partners, LP, Dialectic Offshore, Ltd., Dialectic Antithesis Partners, LP, Dialectic Capital Management, LP, Bernard J. Eastwood, John Fichthorn, Scott Daniels, Alan B. Howe, John Mutch and Edward Rose, dated May 31, 2016.
|
|
99.3
|
Form of Indemnification Letter Agreement.
|
|
99.4
|
Powers of Attorney.
|
Dialectic Capital Partners, LP
|
|||
By:
|
Dialectic Capital Management, LP, its general partner
|
||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Offshore, Ltd.
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Director
|
Dialectic Antithesis Partners, LP
|
|||
By:
|
Dialectic Capital Management, LP, its general partner
|
||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Capital Management, LP
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Capital, LLC
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Member
|
/s/ Bernard J. Eastwood
|
|
Bernard J. Eastwood
|
/s/ John Fichthorn
|
|
John Fichthorn, Individually and as attorney-in-fact for Scott Daniels, Alan B. Howe, John Mutch and Edward Rose
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
John Fichthorn
Director
|
Managing Partner of Dialectic Capital Management, LP
|
119 Rowayton Ave., 2nd Floor Norwalk,
CT 06853
|
United States
|
Scott Dakers
Director
|
Director, Elian Fund Services (Cayman) Ltd.
|
Elian Fiduciary Services (Cayman) Ltd.,
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
|
United Kingdom
|
Inderjit Singh
Director
|
Director at Elian Fund Services (Cayman) Ltd.
|
Elian Fiduciary Services (Cayman) Ltd.
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
|
United Kingdom
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
|
|||
Purchase of Common Stock
|
21,200
|
1.7998
|
04/22/2016
|
Purchase of Common Stock
|
1,500
|
1.7997
|
04/25/2016
|
Purchase of Common Stock
|
1,200
|
1.8000
|
04/26/2016
|
Purchase of Common Stock
|
1,100
|
1.8023
|
04/27/2016
|
Purchase of Common Stock
|
1,400
|
1.8144
|
04/29/2016
|
Purchase of Common Stock
|
600
|
1.7991
|
05/03/2016
|
Purchase of Common Stock
|
1,000
|
1.8000
|
05/04/2016
|
Purchase of Common Stock
|
500
|
1.7796
|
05/05/2016
|
Purchase of Common Stock
|
700
|
1.7487
|
05/06/2016
|
Purchase of Common Stock
|
500
|
1.7451
|
05/09/2016
|
Purchase of Common Stock
|
200
|
1.7427
|
05/10/2016
|
Purchase of Common Stock
|
100
|
1.7500
|
05/11/2016
|
Purchase of Common Stock
|
1,500
|
1.9319
|
05/23/2016
|
Purchase of Common Stock
|
400
|
1.8787
|
05/23/2016
|
Purchase of Common Stock
|
100
|
1.9000
|
05/23/2016
|
Purchase of Common Stock
|
200
|
1.9484
|
05/23/2016
|
Sale of Common Stock
|
(1,400)
|
2.0673
|
05/25/2016
|
|
|||
Purchase of Common Stock
|
89,100
|
1.7998
|
04/22/2016
|
Purchase of Common Stock
|
6,400
|
1.7997
|
04/25/2016
|
Purchase of Common Stock
|
4,800
|
1.8000
|
04/26/2016
|
Purchase of Common Stock
|
4,700
|
1.8023
|
04/27/2016
|
Purchase of Common Stock
|
5,700
|
1.8144
|
04/29/2016
|
Purchase of Common Stock
|
2,400
|
1.7991
|
05/03/2016
|
Purchase of Common Stock
|
3,900
|
1.8000
|
05/04/2016
|
Purchase of Common Stock
|
1,900
|
1.7796
|
05/05/2016
|
Purchase of Common Stock
|
2,800
|
1.7487
|
05/06/2016
|
Purchase of Common Stock
|
2,000
|
1.7451
|
05/09/2016
|
Purchase of Common Stock
|
800
|
1.7427
|
05/10/2016
|
Purchase of Common Stock
|
500
|
1.7500
|
05/11/2016
|
Purchase of Common Stock
|
6,000
|
1.9319
|
05/23/2016
|
Purchase of Common Stock
|
1,600
|
1.8787
|
05/23/2016
|
Purchase of Common Stock
|
300
|
1.9000
|
05/23/2016
|
Purchase of Common Stock
|
700
|
1.9484
|
05/23/2016
|
Sale of Common Stock
|
(5,220)
|
2.0673
|
05/25/2016
|
Purchase of Common Stock
|
75,087
|
2.0237
|
03/31/2016
|
Purchase of Common Stock
|
59,838
|
2.0944
|
03/31/2016
|
Purchase of Common Stock
|
45,542
|
1.9759
|
04/01/2016
|
Purchase of Common Stock
|
45,542
|
1.9759
|
04/11/2016
|
Purchase of Common Stock
|
2,000
|
1.8500
|
04/04/2016
|
Purchase of Common Stock
|
1,308
|
1.8500
|
04/05/2016
|
Purchase of Common Stock
|
25,660
|
1.8500
|
04/06/2016
|
Purchase of Common Stock
|
22,822
|
1.8049
|
04/07/2016
|
Purchase of Common Stock
|
4,200
|
1.7942
|
04/07/2016
|
Purchase of Common Stock
|
5,149
|
1.8091
|
04/08/2016
|
Purchase of Common Stock
|
91,981
|
1.7998
|
04/22/2016
|
Purchase of Common Stock
|
6,718
|
1.7997
|
04/25/2016
|
Purchase of Common Stock
|
4,963
|
1.8000
|
04/26/2016
|
Purchase of Common Stock
|
4,732
|
1.8023
|
04/27/2016
|
Purchase of Common Stock
|
14,093
|
1.8144
|
04/29/2016
|
Purchase of Common Stock
|
107
|
1.8000
|
05/02/2016
|
Purchase of Common Stock
|
6,200
|
1.7991
|
05/03/2016
|
Purchase of Common Stock
|
9,600
|
1.8000
|
05/04/2016
|
Purchase of Common Stock
|
4,665
|
1.7796
|
05/05/2016
|
Purchase of Common Stock
|
7,021
|
1.7487
|
05/06/2016
|
Purchase of Common Stock
|
4,914
|
1.7451
|
05/09/2016
|
Purchase of Common Stock
|
2,000
|
1.7427
|
05/10/2016
|
Purchase of Common Stock
|
1,400
|
1.7500
|
05/11/2016
|
Purchase of Common Stock
|
12,500
|
1.9319
|
05/23/2016
|
Purchase of Common Stock
|
3,175
|
1.8787
|
05/23/2016
|
Purchase of Common Stock
|
525
|
1.9000
|
05/23/2016
|
Purchase of Common Stock
|
1,313
|
1.9484
|
05/23/2016
|
Sale of Common Stock
|
(6,225)
|
2.0673
|
05/25/2016
|
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