The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by:
| | (i) | Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Master Fund”); |
| | (ii) | Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”); |
| | (iii) | Gregory Bylinsky; and |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Bandera Partners is the investment manager of Master Fund and may be deemed to have beneficial ownership over the Shares held directly by Master Fund by virtue of the sole and exclusive authority granted to Bandera Partners by Master Fund to vote and dispose of the Shares held directly by Master Fund. Each of Messrs. Bylinsky and Gramm are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners. Jefferson Gramm is a director of the Issuer. By virtue of these relationships, each of Messrs. Bylinsky and Gramm may be deemed to beneficially own the Shares owned directly by Master Fund.
(b) The address of the principal office of each of the Reporting Persons is 50 Broad Street, Suite 1820, New York, New York 10004.
(c) The principal business of Master Fund is investing in securities. The principal business of Bandera Partners is serving as the investment manager of Master Fund. Each of Messrs. Bylinsky and Gramm are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
(f) Master Fund is organized under the laws of the Cayman Islands. Bandera Partners is organized under the laws of the State of Delaware. Each of Messrs. Bylinsky and Gramm are citizens of the United States of America.
| Item 5. | Interest in Securities of the Issuer. |
| | Items 5(a) – 5(b) are hereby amended and restated to read as follows: |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 4,048,147 Shares outstanding, which is the total number of Shares outstanding as of December 18, 2013 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2013 plus the Shares issued to Master Fund in connection with the Transaction.
As of the close of business on the date hereof, Master Fund beneficially and directly owned 1,052,250 Shares, constituting approximately 26.0% of the Shares outstanding. By virtue of their relationships with Master Fund discussed in further detail in Item 2, each of Bandera Partners and Messrs. Bylinsky and Gramm may be deemed to beneficially own the Shares directly owned by Master Fund.
(b) Bandera Partners may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of the 1,052,250 Shares directly owned by Bandera Master Fund. As Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners, each of Mr. Bylinsky and Mr. Gramm may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of the 1,052,250 Shares directly owned by Bandera Master Fund.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On January 3, 2014, 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 (the “Joint Filing Agreement”). A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following:
| | 99.1 | Joint Filing Agreement by and among Bandera Master Fund L.P., Bandera Partners LLC, Gregory Bylinsky and Jefferson Gramm, dated January 3, 2014. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: January 3, 2014 | Bandera Master Fund L.P. |
| | |
| | By: | Bandera Partners LLC its Investment Manager |
| | |
| | By: | /s/ Jefferson Gramm |
| | | Name: | Jefferson Gramm |
| | | Title: | Managing Director |
| | Bandera Partners LLC |
| | |
| | By: | /s/ Jefferson Gramm |
| | | Name: | Jefferson Gramm |
| | | Title: | Managing Director |
| | /s/ Gregory Bylinsky |
| | Gregory Bylinsky |
| | /s/ Jefferson Gramm |
| | Jefferson Gramm |
