1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Glenhill Advisors, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
908,983
|
|
8.
|
SHARED VOTING POWER
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
908,983
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
908,983
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IA, HC
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Glenn J. Krevlin
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
908,983
|
|
8.
|
SHARED VOTING POWER
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
908,983
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
908,983
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN, HC
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Glenhill Capital Advisors, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
908,983
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
908,983
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
908,983
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IA
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Glenhill Capital Management, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
908,983
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
908,983
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
908,983
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IA, HC
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Glenhill Capital Overseas Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
908,983
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
908,983
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
908,983
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
Item 2.
|
Identity and Background.
|
Item 4.
|
Purpose of Transaction.
|
|
·
|
the procedures followed by the Board to approve the merger contemplated by the Merger Agreement (the “Merger”);
|
|
·
|
the Support Agreement signed by certain officers and directors of the Company;
|
|
·
|
the cash consideration of $8.50 per share, which represents a premium of approximately 70% over the market price as of April 13, 2015, the last full trading day before the public announcement, and a premium of approximately 79% over the volume-weighted average share price of $4.75 over the six months ended April 13, 2015;
|
|
·
|
the appraisal rights of existing shareholders; and
|
|
·
|
the effect of failure to consummate the Merger, including potential termination fees under the Merger Agreement.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
GLENHILL ADVISORS, LLC
|
|||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|
/s/ Glenn J. Krevlin
|
|
GLENN J. KREVLIN
|
GLENHILL CAPITAL ADVISORS, LLC
|
|||
By:
|
KREVLIN MANAGEMENT, INC.
Managing Member
|
||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|
GLENHILL CAPITAL MANAGEMENT, LLC
|
|||
By:
|
GLENHILL ADVISORS, LLC
Managing Member
|
||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|
GLENHILL CAPITAL OVERSEAS MASTER FUND LP
|
|||
By:
|
GLENHILL CAPITAL OVERSEAS GP, LTD
General Partner
|
||
By:
|
GLENHILL CAPITAL MANAGEMENT, LLC
Sole Shareholder
|
||
By:
|
GLENHILL ADVISORS, LLC
Managing Member
|
||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|
GLENHILL ADVISORS, LLC
|
|||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|
/s/ Glenn J. Krevlin
|
|
GLENN J. KREVLIN
|
GLENHILL CAPITAL ADVISORS, LLC
|
|||
By:
|
KREVLIN MANAGEMENT, INC.
Managing Member
|
||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|
GLENHILL CAPITAL MANAGEMENT, LLC
|
|||
By:
|
GLENHILL ADVISORS, LLC
Managing Member
|
||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|
GLENHILL CAPITAL OVERSEAS MASTER FUND LP
|
|||
By:
|
GLENHILL CAPITAL OVERSEAS GP, LTD
General Partner
|
||
By:
|
GLENHILL CAPITAL MANAGEMENT, LLC
Sole Shareholder
|
||
By:
|
GLENHILL ADVISORS, LLC
Managing Member
|
||
By:
|
/s/ Glenn J. Krevlin
|
||
Name:
|
Glenn J. Krevlin
|
||
Title:
|
Managing Member
|