The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
Item 2 is amended and restated as follows:
(a) This statement is filed by:
| (i) | Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard LLC”), with respect to the Shares directly and beneficially owned by it; |
| (iii) | Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund and the manager of Starboard LLC; |
| (iv) | Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; |
| (v) | Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; |
| (vi) | Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; |
| (vii) | Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; |
| (viii) | Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and |
| (ix) | Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. |
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 of Amendment No. 5 to the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Starboard LLC, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 830 Third Avenue, 3rd Floor, New York, New York 10022. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2.
(c) The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard LLC has been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund and the manager of Starboard LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
(d) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, 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) Messrs. Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
The 45,354 Shares owned personally by Peter A. Feld represent (i) 8,000 vested restricted stock bonus awards, (ii) 12,687 vested restricted stock units (RSUs), (iii) 6,000 restricted stock bonus awards that vest within 60 days, and (iv) 18,667 Shares underlying certain options exercisable within 60 days that were granted to Mr. Feld as compensation for his service on the Board of Directors of the Issuer.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) -(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein assumes that there are 99,965,927 Shares outstanding based on information provided in the Issuer’s Prospectus Supplement (to the Prospectus dated April 16, 2013) filed with the Securities and Exchange Commission on June 28, 2013 (the “Prospectus Supplement”). The Reporting Persons have not engaged in any transactions in the Shares since June 2011. Therefore, the change in the Reporting Persons’ aggregate percentage ownership from 9.9% as of the most recently filed Schedule 13D amendment on October 19, 2011 to 8.5% as of today’s filing has been solely due to the estimated increase in the number of the Issuer’s Shares outstanding following the completion of the rights offering.
| (a) | As of the close of business on July 24, 2013, Starboard V&O Fund beneficially owned 5,836,394 Shares. |
Percentage: Approximately 5.8%.
| (b) | 1. Sole power to vote or direct vote: 5,836,394 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 5,836,394 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard V&O Fund has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the close of business on July 24, 2013, Starboard LLC beneficially owned 2,676,606 Shares. |
Percentage: 2.7%
| (b) | 1. Sole power to vote or direct vote: 2,676,606 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,676,606 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard LLC has not entered into any transactions in the Shares during the past sixty days. |
| (a) | Starboard Value LP, as the investment manager of Starboard V&O Fund and the manager of Starboard LLC, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 8.5%.
| (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,513,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value LP has not entered into any transactions in the Shares during the past sixty days. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 8.5%.
| (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,513,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 8.5%.
| (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,513,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares during the past sixty days. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 8.5%.
| (b) | 1. Sole power to vote or direct vote: 8,513,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 8,513,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. |
G. | Messrs. Smith and Mitchell |
| (a) | Each of Messrs. Smith and Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 8.5%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 8,513,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 8,513,000 |
| (c) | None of Messrs. Smith or Mitchell has entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the close of business on July 24, 2013, Mr. Feld beneficially owned 45,354 Shares, representing (i) 8,000 vested restricted stock bonus awards, (ii) 12,687 vested RSUs, (iii) 6,000 restricted stock bonus awards that vest within 60 days, and (iv) 18,667 Shares underlying certain options exercisable within 60 days. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 5,836,394 Shares owned by Starboard V&O Fund and (ii) 2,676,606 Shares owned by Starboard LLC. |
Percentage: Approximately 8.6%
| (b) | 1. Sole power to vote or direct vote: 45,354 |
| 2. Shared power to vote or direct vote: 8,513,000 |
| 3. Sole power to dispose or direct the disposition: 45,354 |
| 4. Shared power to dispose or direct the disposition: 8,513,000 |
| (c) | Mr. Feld has not entered into any transactions in the Shares during the past sixty days. |
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: July 24, 2013
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner | | STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC |
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By: | |
| Name: | Jeffrey C. Smith |
| Title: | Authorized Signatory |
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JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark Mitchell and Peter A. Feld |