The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
On March 4, 2013, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares. Accordingly, as of the date hereof, BSC LP, Baker Street Capital, Mr. Perelman, Khrom Investments, Khrom Capital and Mr. Khrom are no longer members of a Section 13(d) group with each other and shall cease to make joint filings on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 1,000 Shares owned by BSC LP is approximately $550, excluding brokerage commissions. The Shares owned by BSC LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
The aggregate purchase price of the 1,000 Shares owned by Khrom Investments is approximately $550, excluding brokerage commissions. The Shares owned by Khrom Investments were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 34,216,136 Shares outstanding as of November 13, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2012.
As of the close of business on March 5, 2013, BSC LP beneficially owned 1,000 Shares, constituting less than 1% of the Shares outstanding. As the general partner of BSC LP, Baker Street Capital may be deemed to beneficially own the 1,000 Shares owned by BSC LP, constituting less than 1% of the Shares outstanding. As the managing member of Baker Street Capital, which in turn is the general partner of BSC LP, Mr. Perelman may be deemed to beneficially own the 1,000 Shares owned by BSC LP, constituting less than 1% of the Shares outstanding. Mr. Perelman has sole voting and dispositive power with respect to the 1,000 Shares owned by BSC LP by virtue of his authority to vote and dispose of such Shares. Baker Street Capital and Mr. Perelman disclaim beneficial ownership of the Shares held by BSC LP, except to the extent of their pecuniary interest therein.
As of the close of business on March 5, 2013, Khrom Investments beneficially owned 1,000 Shares, constituting less than 1% of the Shares outstanding. As of the close of business on March 5, 2013, no Shares were held in the Khrom Capital Accounts. As the general partner of Khrom Investments and the manager of the Khrom Capital Accounts, Khrom Capital may be deemed to beneficially own the 1,000 Shares owned by Khrom Investments, constituting less than 1% of the Shares outstanding. As the managing member of Khrom Capital, which in turn is the general partner of Khrom Investments and the manager of the Khrom Capital Accounts, Mr. Khrom may be deemed to beneficially own the 1,000 Shares owned by Khrom Investments, constituting less than 1% of the Shares outstanding. Mr. Khrom has sole voting and dispositive power with respect to the 1,000 Shares owned by Khrom Investments by virtue of his authority to vote and dispose of such Shares. Khrom Capital and Mr. Khrom disclaim beneficial ownership of the Shares held by Khrom Investments, except to the extent of their pecuniary interest therein.
(b) By virtue of his position with Baker Street Capital, Mr. Perelman has the sole power to vote and dispose of the Shares reported owned by BSC LP. By virtue of his position with Khrom Capital, Mr. Khrom has the sole power to vote and dispose of the Shares reported owned by Khrom Investments.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.
(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) As of March 4, 2013, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: March 6, 2013 | BAKER STREET CAPITAL L.P. |
| | |
| | By: | Baker Street Capital Management, LLC General Partner |
| | |
| | By: | /s/ Vadim Perelman |
| | Name: | Vadim Perelman |
| | Title: | Managing Member |
| | BAKER STREET CAPITAL MANAGEMENT, LLC |
| | |
| | By: | /s/ Vadim Perelman |
| | Name: | Vadim Perelman |
| | Title: | Managing Member |
| | |
| | /s/ Vadim Perelman |
| | VADIM PERELMAN |
| | KHROM INVESTMENTS FUND, LP |
| | |
| | By: | Khrom Capital Management, LLC General Partner |
| | |
| | By: | /s/ Eric Khrom |
| | Name: | Eric Khrom |
| | Title: | Managing Member |
| | KHROM CAPITAL MANAGEMENT, LLC |
| | |
| | By: | /s/ Eric Khrom |
| | Name: | Eric Khrom |
| | Title: | Managing Member |
| | |
| | /s/ Eric Khrom |
| | ERIC KHROM |
SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
BAKER STREET CAPITAL L.P.
| (3,123,844) | | 1.0400 | 03/04/2013 |
| | | | |
| KHROM INVESTMENTS FUND, LP |
| | | | |
| (1,365,119) | | 1.0400 | 03/04/2013 |
KHROM CAPITAL MANAGEMENT, LLC (Through the Khrom Capital Accounts) |
| | | | |
| (153,945) | | 1.0400 | 03/04/2013 |
