During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke, and Kathleen M. Geygan are citizens of the United States of America. GVIC is a Delaware corporation.
| Item 3. | Source and Amount of Funds or Other Consideration. |
All of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. Such shares of Common Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 712,435 shares of Common Stock acquired was approximately $2,382,884.66 (excluding commissions).
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors.
In addition to the information disclosed in this Statement, and subject to the terms of the Exemption Agreement (defined below), the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
On May 12, 2021, the Reporting Persons entered into a Tax Benefit Preservation Plan Exemption Agreement (the “Exemption Agreement”) with the Issuer pursuant to which the Reporting Persons received an exemption to the Issuer’s Tax Benefit Preservation Plan, dated May 26, 2010, as amended on April 14, 2014, April 13, 2017, and March 31, 2020 (the “Plan”), which generally prohibits stockholders from acquiring 4.90% or more of the Issuer’s outstanding Common Stock. Pursuant to the Exemption Agreement, the Reporting Persons are permitted to acquire aggregate beneficial ownership of up to 6.50% of the outstanding Common Stock.
Pursuant to the Exemption Agreement, for so long as the Exemption Agreement remains in effect, at each meeting of stockholders, the Reporting Persons agreed to cause any and all of the portion of shares of Common Stock owned by the Reporting Persons that equals or exceeds 4.90% of the shares then
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