1 | NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS GP, LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON LONE STAR VALUE MANAGEMENT, LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
1 | NAME OF REPORTING PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | |
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Lone Star Value Investors and Lone Star Value Co-Invest II 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, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,211,801 Shares beneficially owned by Lone Star Value Investors is approximately $8,982,880, including brokerage commissions. The aggregate purchase price of the 1,713,199 Shares beneficially owned by Lone Star Value Co-Invest II is approximately $12,592,422, including brokerage commissions.
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 is based upon 33,068,118 Shares outstanding, as of May 2, 2014, 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 May 7, 2014.
A. | Lone Star Value Investors |
| (a) | As of the close of business on August 25, 2014, Lone Star Value Investors beneficially owned 1,211,801 Shares. |
Percentage: Approximately 3.7%
| (b) | 1. Sole power to vote or direct vote: 1,211,801 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,211,801 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Lone Star Value Investors since the filing of Amendment No. 1 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
B. | Lone Star Value Co-Invest II |
| (a) | As of the close of business on August 25, 2014, Lone Star Value Co-Invest II beneficially owned 1,713,199 Shares. |
Percentage: Approximately 5.2%
| (b) | 1. Sole power to vote or direct vote: 1,713,199 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,713,199 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Lone Star Value Co-Invest II since the filing of Amendment No. 1 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Lone Star Value GP, as the general partner of each of Lone Star Value Investors and Lone Star Value Co-Invest II, may be deemed the beneficial owner of the (i) 1,211,801 Shares owned by Lone Star Value Investors and (ii) 1,713,199 Shares owned by Lone Star Value Co-Invest II. |
Percentage: Approximately 8.8%
| (b) | 1. Sole power to vote or direct vote: 2,925,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,925,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Lone Star Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 the Schedule 13D. The transactions in the Shares on behalf of each of Lone Star Value Investors and Lone Star Value Co-Invest II since the filing of Amendment No. 1 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
D. | Lone Star Value Management |
| (a) | Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 1,211,801 Shares owned by Lone Star Value Investors. |
Percentage: Approximately 3.7%
| (b) | 1. Sole power to vote or direct vote: 1,211,801 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,211,801 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Lone Star Value Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 the Schedule 13D. The transactions in the Shares on behalf of Lone Star Value Investors since the filing of Amendment No. 1 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the (i) 1,211,801 Shares owned by Lone Star Value Investors and (ii) 1,713,199 Shares owned by Lone Star Value Co-Invest II. |
Percentage: Approximately 8.8%
| (b) | 1. Sole power to vote or direct vote: 2,925,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,925,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Eberwein has not entered into any transactions in the Shares since the filing of Amendment No. 1 the Schedule 13D. The transactions in the Shares on behalf of each of Lone Star Value Investors and Lone Star Value Co-Invest II since the filing of Amendment No. 1 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on August 25, 2014, Mr. Coleman did not own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Coleman since the filing of Amendment No. 1 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
G. | Messrs. Bazaar, Climaco, DeRosa, Hartley, Rendino and Singh and Ms. Bible |
| (a) | As of the close of business on August 25, 2014, Messrs. Bazaar, Climaco, DeRosa, Hartley, Rendino and Singh and Ms. Bible did not own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Messrs. Bazaar, Climaco, DeRosa, Hartley, Rendino and Singh and Ms. Bible have not entered into any transactions in the Shares since the filing of Amendment No. 1 the Schedule 13D. |
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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: August 26, 2014
| Lone Star Value Investors, LP |
| | |
| By: | Lone Star Value Investors GP, LLC General Partner |
| | |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| Lone Star Value Co-Invest II, LP |
| | |
| By: | Lone Star Value Investors GP, LLC General Partner |
| | |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| Lone Star Value Investors GP, LLC |
| |
| |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| Lone Star Value Management, LLC |
| | |
| | |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Sole Member |
| /s/ Jeffrey E. Eberwein |
| JEFFREY E. EBERWEIN Individually and as attorney-in-fact for Alan L. Bazaar, Hannah M. Bible, John M. Climaco, Richard K. Coleman, Jr., William DeRosa, Kyle Hartley, Kevin Rendino and Dilip Singh |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 1 the Schedule 13D
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
LONE STAR VALUE INVESTORS, LP
(100,000)* | 7.4200 | 08/22/2014 |
(100,000) | 7.5200 | 08/25/2014 |
LONE STAR VALUE CO-INVEST II, LP
200,000 | 7.3300 | 08/21/2014 |
(200,000)* | 7.3300 | 08/21/2014 |
200,000 | 7.3600 | 08/22/2014 |
100,000 | 7.4200 | 08/22/2014 |
(200,000)* | 7.3600 | 08/22/2014 |
(10,000)* | 7.4433 | 08/22/2014 |
100,000 | 7.5400 | 08/25/2014 |
100,000 | 7.5200 | 08/25/2014 |
(100,000)* | 7.5400 | 08/25/2014 |
RICHARD K. COLEMAN, JR.
(150) | 7.3910 | 08/25/2014 |
(100) | 7.3900 | 08/25/2014 |
____________________
* Represents a short sale.