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 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares and Warrants purchased by Lone Star Value Investors 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. The aggregate purchase price of the 4,597,578 Shares directly owned by Lone Star Value Investors is approximately $7,786,754, including brokerage commissions, of which of 1,526,526 Shares were acquired pursuant to the Issuer’s Rights Offering (as defined below) and 1,288,352 Shares that were purchased in a private placement by the Issuer on March 31, 2014 (the “Private Placement”). In addition, 644,176 of the Warrants exercisable into 819,176 Shares beneficially owned by Lone Star Value Investors were acquired in the Private Placement, and the remaining 175,000 were acquired in the Issuer's secondary offering in January 2015.
The Shares purchased by Mr. Eberwein were acquired with personal funds. The aggregate purchase price of the 34,144 Shares directly owned by Mr. Eberwein is approximately $51,781, excluding brokerage commissions, of which 22,763 Shares were acquired pursuant to the exercise of options granted to Mr. Eberwein for his service as the Chairman of the Issuer’s Board of Directors (the “Board”) and 11,381 Shares were acquired in the Rights Offering. In addition, Mr. Eberwein beneficially owns 26,244 Shares underlying certain call options that were granted to him in connection with his service as Chairman of the Board.
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 23,413,658 Shares outstanding as of July 30, 2015, which is the total number of Shares estimated to be outstanding following the closing of the Rights Offering, as reported to the Reporting Persons by the Issuer.
A. | Lone Star Value Investors |
| (a) | As of the close of business on the date hereof, Lone Star Value Investors beneficially owned 5,398,754 Shares, including 819,176 Shares underlying currently exercisable Warrants; however, the Warrants can only be exercised to the extent that such exercise would not cause Lone Star Value Investors’ beneficial ownership of Shares to exceed 19.99% due to blocker provisions. |
Percentage: Approximately 19.99%
| (b) | 1. Sole power to vote or direct vote: 5,398,754 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 5,398,754 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 5,398,754 Shares owned by Lone Star Value Investors. |
Percentage: Approximately 19.99%
| (b) | 1. Sole power to vote or direct vote: 5,398,754 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 5,398,754 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Lone Star Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
C. | 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 5,398,754 Shares owned by Lone Star Value Investors. |
Percentage: Approximately 19.99%
| (b) | 1. Sole power to vote or direct vote: 5,398,754 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 5,398,754 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Lone Star Value Management has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on the date hereof, Mr. Eberwein beneficially owned directly 60,388 Shares, including 26,244 Shares underlying certain call options exercisable within 60 days of the date hereof. 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 5,398,754 Shares owned by Lone Star Value Investors. |
Percentage: Approximately 19.99%
| (b) | 1. Sole power to vote or direct vote: 5,459,142 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 5,459,142 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares during the past sixty days by Mr. Eberwein are set forth in Schedule A and are incorporated herein by reference. |
In the event that the Warrants did not include the 19.99% blocker provision, the Reporting Persons other than Mr. Eberwein would beneficially own approximately 23.1% of the outstanding Shares, and Mr. Eberwein would beneficially own approximately 23.3% of the outstanding Shares.
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.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
The Issuer distributed to each stockholder of record on July 6, 2015 one non-transferable subscription right for each Share owned by the stockholder, with each subscription right entitling the stockholder to purchase 0.5 Shares at a price of $1.25 per Share (the “Rights Offering”). On July 28, 2015, Lone Star Value Investors fully exercised the 3,053,052 subscription rights it received in the Rights Offering, thereby acquiring 1,526,526 Shares. On July 28, 2015, Mr. Eberwein fully exercised the 22,763 subscription rights he received in the Rights Offering, thereby acquiring 11,381 Shares.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 30, 2015
| Lone Star Value Investors, LP |
| |
| By: | Lone Star Value Investors GP, LLC General Partner |
| | |
| | |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| Lone Star Value Investors GP, LLC |
| |
| |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Manager |
| Lone Star Value Management, LLC |
| |
| |
| By: | /s/ Jeffrey E. Eberwein |
| | Name: | Jeffrey E. Eberwein |
| | Title: | Sole Member |
| /s/ Jeffrey E. Eberwein |
| JEFFREY E. EBERWEIN |
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
LONE STAR VALUE INVESTORS, LP
1,526,526* | | 1.2500 | 07/28/2015 |
JEFFREY E. EBERWEIN
* Represents Shares purchased in connection with the Rights Offering.