(Amendment No. 1)1
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1
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NAME OF REPORTING PERSON
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VIEX Opportunities Fund, LP – Series One*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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750,939
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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750,939
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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750,939
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.1%
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14
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TYPE OF REPORTING PERSON
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PN
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_____________
* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities Fund II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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267,658
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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267,658
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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267,658
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.5%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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VIEX GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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750,939
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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750,939
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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750,939
|
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities GP II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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DELAWARE
|
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
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SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
267,658
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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- 0 -
|
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
267,658
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
267,658
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
|
|
|
|
|
|
1.5%
|
|
|
14
|
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TYPE OF REPORTING PERSON
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|
OO
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1
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NAME OF REPORTING PERSON
|
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VIEX Capital Advisors, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
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AF
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
- 0 -
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
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|
|
1,018,597
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
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- 0 -
|
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|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,018,597
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,018,597
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
|
|
|
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|
|
5.5%
|
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|
14
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TYPE OF REPORTING PERSON
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|
IA
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1
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NAME OF REPORTING PERSON
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Eric Singer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
(b) ☐
|
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,018,597
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,018,597
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,018,597
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
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|
IN
|
|
|
|
|
|
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|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
John Mutch
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
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1
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NAME OF REPORTING PERSON
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Bradley L. Radoff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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150,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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150,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Peter T. Shaper
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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18,500
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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18,500
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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18,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes Amendment
No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically
set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated in its entirety
to read as follows:
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(a)
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This statement is filed by:
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(i)
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VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities
Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;
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(ii)
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VIEX Special Opportunities Fund II, LP (“VSO II”), a Delaware limited partnership, with respect
to the Shares directly and beneficially owned by it;
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(iii)
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VIEX GP, LLC (“VIEX GP”), a Delaware limited liability
company, as the general partner of Series One;
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(iv)
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VIEX Special Opportunities GP II, LLC (“VSO GP II”), a Delaware limited liability company,
as the general partner of VSO II;
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(v)
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VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the
investment manager of each of Series One and VSO II;
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(vi)
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Eric Singer, as managing member of each of VIEX GP, VSO GP II, and VIEX Capital (collectively, “VIEX”),
and as a nominee for the Board of Directors (the “Board”) of the Issuer;
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(vii)
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John Mutch (together with Mr. Singer, the “Nominees”), as a nominee for the Board;
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(viii)
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Bradley L. Radoff; and
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(ix)
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Peter T. Shaper (together with VIEX, Mr. Mutch and Mr. Radoff, the “Group”).
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Each of the foregoing is referred
to as a “Reporting Person” and collectively as the “Reporting Persons” or “we.” Each of the Reporting
Persons is party to that certain Amended and Restated Group Agreement as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of the members of VIEX is 323 Sunny Isles Blvd, Suite 700, Sunny Isles Beach, Florida 33160. The
principal business address of Mr. Mutch is 1735 W. Pebble Road, Las Vegas, Nevada 89123. The principal business address of Mr. Radoff
is 2727 Kirby Drive, Houston Texas 77098. The principal business address of Mr. Shaper is 2000 Edwards Street, Houston, Texas, 77007.
(c) The
principal business of Series One and VSO II is investing in securities. The principal business of VIEX GP is acting as the general partner
of Series One. The principal business of VSO GP II is acting as the general partner of VSO II. The principal business of VIEX Capital
is serving as the investment manager to Series One and VSO II. The principal occupation of Mr. Singer is serving as the managing member
of each of VIEX GP, VSO GP II, and VIEX Capital. The principal occupation of Mr. Mutch is as a private investor. The principal occupation
of Mr. Radoff is serving as a partner of Fondren Management LP, an investment management company based in Houston, Texas. The principal
occupation of Mr. Shaper is serving as a founding partner of Genesis Park, a private equity firm based in Houston, Texas.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person 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) Each
of Series One, VSO II, VIEX GP, VSO GP II and VIEX Capital is organized under the laws of the State of Delaware. Messrs. Mutch, Singer,
Radoff and Shaper are citizens of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and
restated in its entirety to read as follows:
The Shares purchased by Series
One 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 750,939 Shares beneficially owned by Series One is approximately $9,219,673, including brokerage commissions.
The Shares purchased by VSO
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 267,658 Shares beneficially owned by VSO II is approximately $2,483,839, including brokerage commissions.
The Shares purchased by Mr.
Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in open market purchases as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase
price of the 150,000 Shares beneficially owned by Mr. Radoff is approximately $1,716,996, including brokerage commissions.
The Shares purchased by Mr.
Shaper were purchased with personal funds in open market purchases as set forth in Schedule A, which is incorporated by reference herein.
The aggregate purchase price of the 18,500 Shares beneficially owned by Mr. Shaper is approximately $249,750, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to
add the following:
On April 18, 2021, Messrs. Radoff
and Shaper joined VIEX’s “group,” within the meaning of Section 13(d)(3) of the Exchange Act, for the purpose of seeking
the election of the Nominees to the Board at the 2021 annual meeting of stockholders of the Issuer (the “2021 Annual Meeting”)
and for the purpose of taking all other action necessary to achieve the foregoing. The Group believes that the Nominees have the necessary
experience, qualifications and skill sets to serve as directors of the Issuer and create meaningful change at the Issuer to maximize value
for all stockholders.
With the additions of Messrs.
Radoff and Shaper, the Reporting Persons believe their Group possesses tremendous industry insight and vision that can help the Issuer
improve its operations and maximize value for all stockholders. The Group notes that as it continues to increase its ownership in the
Issuer, recent public filings by insiders of the Issuer appear to indicate that these insiders are consistently selling their shares –
which we believe underscores a lack of alignment with and regard for stockholders during a contested director election.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) – (c) are hereby
amended and restated in their entirety to read as follows:
The aggregate percentage of
Shares reported owned by each Reporting Person is based upon 18,429,840 Shares outstanding, which is the total number of Shares outstanding
as of February 22, 2021 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission
on March 3, 2021.
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(a)
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As of the close of business on April 16, 2021, Series One beneficially owned 750,939 Shares.
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Percentage: Approximately 4.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 750,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 750,939
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(c)
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The transactions in the securities of the Issuer by Series One since the filing of the Schedule 13D are
set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on April 16, 2021, VSO II beneficially owned 267,658 Shares.
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Percentage: Approximately 1.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 267,658
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 267,658
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(c)
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VSO II has not entered into any transactions in the securities of the Issuer since the filing of the Schedule
13D.
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(a)
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VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 750,939 Shares
beneficially owned by Series One.
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Percentage: Approximately 4.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 750,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 750,939
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(c)
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VIEX GP has not entered into any transactions in the securities of the Issuer since the filing of the
Schedule 13D. The transactions in the securities of the Issuer on behalf of Series One since the filing of the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
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(a)
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VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 267,658 Shares
beneficially owned by VSO II.
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Percentage: Approximately 1.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 267,658
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 267,658
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(c)
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VSO GP II has not entered into any transactions in the securities of the Issuer since the filing of the
Schedule 13D.
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(a)
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VIEX Capital, as the investment manager to Series One and VSO II, may be deemed the beneficial owner of
the (i) 750,939 Shares beneficially owned by Series One and (ii) 267,658 Shares beneficially owned by VSO II.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,018,597
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,018,597
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(c)
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VIEX Capital has not entered into any transactions in the securities of the Issuer since the filing of
the Schedule 13D. The transactions in the securities of the Issuer on behalf of Series One since the filing of the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Singer, as the managing member of each of VIEX GP, VSO GP II, and VIEX Capital, may be deemed the
beneficial owner of the (i) 750,939 Shares beneficially owned by Series One and (ii) 267,658 Shares beneficially owned by VSO II.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,018,597
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,018,597
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(c)
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Mr. Singer has not entered into any transactions in the securities of the Issuer since the filing of the
Schedule 13D. The transactions in the securities of the Issuer on behalf of Series One since the filing of the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on April 16, 2021, Mr. Mutch did not beneficially own any Shares.
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Percentage: 0%
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(b)
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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
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(c)
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Mr. Mutch has not entered into any transactions in securities of the Issuer since the filing of the Schedule
13D.
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(a)
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As of the close of business on April 16, 2021, Mr. Radoff beneficially owned 150,000 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 150,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 150,000
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the securities of the Issuer by Mr. Radoff during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on April 16, 2021, Mr. Shaper beneficially owned 18,500 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 18,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 18,500
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the securities of the Issuer by Mr. Shaper during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
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The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to
add the following:
On April 18, 2021, the Reporting
Persons amended and restated the Group Agreement in its entirety (as amended, the “Amended and Restated Group Agreement”)
pursuant to which, among other things, the parties agreed (a) to add Messrs. Radoff and Shaper to the Group, (b) to the joint filing on
behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, if applicable,
(c) to solicit proxies for the election of the Mr. Mutch and Mr. Singer at the 2021 Annual Meeting of stockholders, and (d) that VIEX
would bear all expenses incurred in connection with the Reporting Persons’ activities, including approved expenses incurred by any
of the parties in connection with the solicitation, subject to certain limitations. The Amended and Restated Group Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Messrs. Radoff and Shaper have
granted Eric Singer a power of attorney (the “Powers of Attorney”) to execute certain SEC filings and other documents in connection
with the solicitation of proxies from the Issuer’s stockholders in connection with the 2021 Annual Meeting. A form of Power of Attorney
is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibits:
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99.1
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Amended and Restated Group Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX Special Opportunities Fund II, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, VIEX Capital Advisors, LLC, Eric Singer, John Mutch, Bradley L. Radoff and Peter T. Shaper, dated April 18, 2021.
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SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: April 19, 2021
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VIEX Opportunities Fund, LP – Series One
|
|
|
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By:
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VIEX GP, LLC
General Partner
|
|
|
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
|
Managing Member
|
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VIEX GP, LLC
|
|
|
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By:
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/s/ Eric Singer
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|
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Name:
|
Eric Singer
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Title:
|
Managing Member
|
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VIEX Special Opportunities Fund II, LP
|
|
|
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By:
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VIEX Special Opportunities GP II, LLC
General Partner
|
|
|
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By:
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/s/ Eric Singer
|
|
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Name:
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Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
|
By:
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/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Capital Advisors, LLC
|
|
|
|
By:
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/s/ Eric Singer
|
|
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Name:
|
Eric Singer
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|
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Title:
|
Managing Member
|
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/s/ Eric Singer
|
|
Eric Singer
Individually and as attorney-in-fact for John Mutch, Bradley L. Radoff
and Peter T. Shaper
|
SCHEDULE A
Transactions in Securities of the Issuer
Since the Filing of the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Security($)
|
Date of
Purchase / Sale
|
VIEX
opportunities fund, LP – Series one
Purchase of Common Stock
|
29,122
|
13.2113
|
04/12/2021
|
Purchase of Common Stock
|
4,910
|
13.3146
|
04/13/2021
|
Purchase of Common Stock
|
16,557
|
13.1767
|
04/15/2021
|
Transactions in Securities of the Issuer
During the Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Security($)
|
Date of
Purchase / Sale
|
Bradley
L. Radoff
Sale of Common Stock
|
(1,500)
|
13.7287
|
02/25/2021
|
Sale of Common Stock
|
(1,500)
|
13.7642
|
03/03/2021
|
Purchase of Common Stock
|
35,745
|
11.9585
|
03/25/2021
|
Purchase of Common Stock
|
15,653
|
13.2497
|
04/05/2021
|
Purchase of Common Stock
|
21,658
|
13.2485
|
04/09/2021
|
Purchase of Common Stock
|
17,994
|
13.3896
|
04/15/2021
|
Peter
T. Shaper
Purchase of Common Stock
|
18,500
|
13.5000
|
04/16/2021
|