| Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed by Dialectic Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”), the investment manager of Dialectic Capital Partners, LP, a Delaware limited partnership (“DCP”), Dialectic Offshore, Ltd., a Cayman Islands exempted company (“DOF”), Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP”), Dialectic Antithesis Offshore, Ltd., a Cayman Islands exempted company (“DAO”), Dialectic Capital, LLC, a Delaware limited liability company (the “General Partner”), the general partner of DCP and DAP, John Fichthorn, a natural person who is a U.S. citizen (“JF”) and a managing member of the Investment Manager and the General Partner, and Luke Fichthorn, a natural person who is a U.S. citizen (“LF”) and a managing member of the Investment Manager and the General Partner (the Investment Manager, the General Partner, DCP, DOF, DAP, DAO, JF and LF, collectively, the “Reporting Persons”). (b) The principal business address for each of the Investment Manager, the General Partner, DCP, DAP, JF and LF is 875 Third Avenue, 15th Floor, New York, New York 10022. The principal business address for DOF and DAO is c/o International Fund Services, Hardwicke House, 2nd Floor, Hatch Street, Dublin 2, Ireland. (c) The principal business of DCP, DOF, DAP and DAO is investing in securities. The principal business of the Investment Manager is providing investment advice. The principal business of the General Partner is to serve as general partner. The principal occupation of JF and LF is investment management. JF and LF are the managing members of the Investment Manager and the General Partner and, as a result, each of JF and LF may be deemed to control such entity. Accordingly, each of JF and LF may be deemed to have a beneficial interest in the Shares by virtue of the Investment Manager’s role as investment manager to DCP, DOF, DAP and DAO and the General Partner’s role as general partner of DCP and DAP. Each of the Investment Manager, the General Partner, JF and LF disclaim beneficial ownership of the Shares owned by DCP, DOF, DAP and DAO except to the extent of its, or his, respective pecuniary interest, if any, therein. (d) and (e) During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a 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. | |
| (a, b) Investment Manager As of the date hereof, the Investment Manager may be deemed to be the beneficial owner of 2,008,702 Shares, constituting approximately 7.0% of the Shares outstanding. The Investment Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,008,702 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,008,702 Shares. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to the Investment Manager, shall not be considered an admission that it, for the purpose of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is the beneficial owner of any Shares in which it does not have a pecuniary interest. The Investment Manager disclaims any beneficial ownership of the Shares covered by this Schedule 13D that it does not directly own. | |