| ITEM 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) The Reporting Persons are:
1. General Holdings LLC
2. Andrew Bellas
(b) The business address of each of the Reporting Persons is:
c/o General Holdings LLC
96 S. Union, #1
Burlington, VT 05401
(c) Each of the Reporting Persons is engaged in the business of investment. Andrew Bellas is the Manager of General Holdings LLC (“General Holdings”) and his present principal occupation is as an independent investor. Mr. Bellas may be deemed to indirectly beneficially own the securities held by General Holdings because Mr. Bellas may be deemed to have voting and investment power over such securities by virtue of his position as Manager of General Holdings. Each of the Reporting Persons disclaims beneficial ownership of any of the Issuer’s securities as to which this Amendment No. 1 relates, except to the extent any such Reporting Person actually exercises voting or investment power with respect to such securities of the Issuer.
(d) The Reporting Persons have not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Persons have not during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor are the Reporting Persons 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.
(f) The Citizenship of the Reporting Persons is as follows:
1. General Holdings – Delaware
2. Andrew Bellas – United States of America
The Reporting Persons have agreed to jointly file this Amendment No. 1 pursuant to their Joint Filing Agreement, dated as of August 13, 2015. The Joint Filing Agreement was filed as Exhibit 99.2 to the initial Schedule 13D and is incorporated herein by reference.
| ITEM 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The disclosure in Item 6 below is incorporated herein by reference.
| ITEM 4. | Purpose of Transaction. |
Item 4 is hereby amended and restated to read as follows:
The Reporting Persons purchased the shares of common stock of the Issuer based on the Reporting Persons’ belief that the shares of common stock of the Issuer, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of the shares of common stock of the Issuer at prices that would make the purchase or sale of the shares of common stock of the Issuer desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of the shares of common stock of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have engaged, and intend to continue to engage, in discussions with the Issuer’s management and members of the Issuer’s Board of Directors (the “Board”) on multiple topics, including the Reporting Persons’ suggestion that the Issuer should revoke its Certificate of Dissolution filed with the Secretary of State of Delaware on March 7, 2013. Such discussions have also touched on corporate governance and corporate finance matters, including but not limited to the potential adoption of a shareholder rights plan, additional equity issuances, the use of net operating losses and other suggestions for maximizing shareholder value. The Issuer has not taken any action with respect to the Reporting Persons’ suggestions described above.
The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision. The Reporting Persons may resume discussions with management and/or members of the Board regarding the operations of the Issuer and matters of mutual interest, which could include the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended and restated to read as follows:
On July 31, 2015, General Holdings purchased 16,608 shares of the Issuer’s Common Stock from an affiliated investment fund for aggregate consideration of $7,058.40. In addition, pursuant to the Stock Purchase Agreement, dated as of August 3, 2015, by and between Poplar Point Capital Partners LP and General Holdings (the “Stock Purchase Agreement”), General Holdings purchased 4,067,126 shares of the Issuer’s Common Stock for aggregate consideration of $1,728,528.55. The purchases from the affiliated investment fund and pursuant to the Stock Purchase Agreement were made with the working capital of General Holdings.
Pursuant to the Stock Purchase Agreement, General Holdings has agreed to hold the securities purchased pursuant to that agreement in compliance with the holding periods in Rule 144 promulgated under the Securities Act of 1933, as amended.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which was filed as Exhibit 99.1 to the initial Schedule 13D, and is incorporated herein by reference.
On August 13, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement was filed as Exhibit 99.2 to the initial Schedule 13D and is incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
September 18, 2015
| | GENERAL HOLDINGS LLC |
| | |
| | By: | |
| | | Name: | Andrew Bellas |
| | | Title: | Manager |
