On March 13, 2012, the Partnership delivered a letter to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In the letter the Partnership stated its concern regarding the Issuer’s disappointing operating performance and loss of stockholder value. The Partnership further expressed its belief that the Issuer’s search for acquisition targets has been a distraction to management and has caused a significant decline in the Issuer’s share price and substantially weakened the Issuer’s financial performance. The Partnership also noted its view that the Board should immediately cease all potential acquisition activities and instead focus on improving the Issuer’s sole valuable business, PCI Express.
In light of the serious issues set forth in its letter, the Partnership expressed its belief that immediate change at the Board level is necessary to end the erosion of stockholder value and to realize full value for the Issuer’s core assets. Accordingly, the Partnership has nominated a slate of nominees for election to the Board at the Annual Meeting which it believes have the experience and expertise necessary to address the challenges facing the Issuer and to evaluate all strategic alternatives to improve stockholder value. The Reporting Persons intend to continue to engage in discussions with management, the Board and stockholders of the Issuer regarding the nomination and election of its slate of director candidates at the Annual Meeting and the composition of the Issuer’s Board, generally, and the Partnership remains prepared to engage in constructive dialog with the Board to reach a mutually agreeable resolution.
| 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 44,550,936 Shares outstanding as of September 30, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011.
As of the date hereof, the Partnership beneficially owns 4,312,870 Shares, constituting approximately 9.7% of the Shares outstanding. By virtue of their relationships with the Partnership discussed in further detail in Item 2, each of Balch Hill and Mr. Michael may be deemed to beneficially own the Shares beneficially owned by the Partnership.
As of the date hereof, Mr. Michael directly owns 15,000 Shares, constituting less than one percent of the Shares outstanding.
As of the date hereof, Mr. Cornwell directly owns 13,836 Shares constituting less than one percent of the Shares outstanding.
As of the date hereof, Mr. Herb directly owns 1,000 Shares, constituting less than one percent of the Shares outstanding.
As of the date hereof, Mr. Xavier directly owns 1,270 Shares, constituting less than one percent of the Shares outstanding.
None of Messrs. Colombatto, Schwartz and Singh directly owns any Shares.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Amendment No. 2 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own, except to the extent of his or its pecuniary interest therein.
(b) Each of the Partnership, Balch Hill and Mr. Michael have shared voting and dispositive power over the Shares owned directly by the Partnership. Mr. Michael has sole voting and dispositive power over the Shares he owns directly. Mr. Cornwell has sole voting and dispositive power over the Shares he owns directly. Mr. Herb has sole voting and dispositive power over the Shares he owns directly. Mr. Xavier has sole voting and dispositive power over the Shares he owns directly.
(c) Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D.
(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) Not applicable.
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.
