0001193125-13-396618.txt : 20131010 0001193125-13-396618.hdr.sgml : 20131010 20131010162707 ACCESSION NUMBER: 0001193125-13-396618 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131010 DATE AS OF CHANGE: 20131010 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: BD PARTNERS VI SPV, L.P. GROUP MEMBERS: BD PARTNERS VI, L.P. GROUP MEMBERS: BECKER DRAPKIN PARTNERS (QP), L.P. GROUP MEMBERS: BECKER DRAPKIN PARTNERS, L.P. GROUP MEMBERS: MATTHEW A. DRAPKIN GROUP MEMBERS: STEVEN R. BECKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACER INTERNATIONAL INC CENTRAL INDEX KEY: 0001091735 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 620935669 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79108 FILM NUMBER: 131146188 BUSINESS ADDRESS: STREET 1: 6805 PERIMETER DR CITY: DUBLIN STATE: OH ZIP: 43016 BUSINESS PHONE: 6149231400 MAIL ADDRESS: STREET 1: 6805 PERIMETER DR CITY: DUBLIN STATE: OH ZIP: 43016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Drapkin Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 SC 13D/A 1 d611325dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

PACER INTERNATIONAL, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

69373H106

(CUSIP Number)

 

Becker Drapkin Management, L.P.

Attn: Steven R. Becker

Attn: Matthew A. Drapkin

500 Crescent Court, Suite 230

Dallas, Texas 75201

(214) 756-6156

 

With a copy to:

Taylor H. Wilson

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5615

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 8, 2013

(Date of Event which Requires Filing of this Statement)

 

 

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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Management, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

102,093

     8.   

Shared Voting Power

 

3,164,770

     9.   

Sole Dispositive Power

 

102,093

   10.   

Shared Dispositive Power

 

3,164,770

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,266,863

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

9.2%

14.

 

Type of Reporting Person (See Instructions)

 

IA, PN

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Partners (QP), L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

1,290,715

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

1,290,715

   10.   

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,290,715

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

3.7%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

198,467

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

198,467

   10.   

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

198,467

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

0.6%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

BD Partners VI, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

851,018

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

851,018

   10.   

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

851,018

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

2.4%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

BD Partners VI SPV, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check 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

 

824,570

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

824,570

   10.   

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

824,570

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

2.3%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

BC Advisors, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

3,266,863

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

3,266,863

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,266,863

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

9.2%

14.

 

Type of Reporting Person (See Instructions)

 

OO

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

Steven R. Becker

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check 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

 

0

     8.   

Shared Voting Power

 

3,266,863

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

3,266,863

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,266,863

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

9.2%

14.

 

Type of Reporting Person (See Instructions)

 

IN

 


CUSIP No. 69373H106  

 

  1.   

Names of Reporting Persons

 

Matthew A. Drapkin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check 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

 

0

     8.   

Shared Voting Power

 

3,266,863

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

3,266,863

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,266,863

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

9.2%

14.

 

Type of Reporting Person (See Instructions)

 

IN

 


This Amendment No. 2 to Schedule 13D (this “Amendment”) is filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the common stock (the “Common Stock”), of Pacer International, Inc., a Tennessee corporation (the “Issuer”), previously filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on May 6, 2013, as amended and or/supplemented by Amendment No. 1 to the Schedule 13D filed on August 21, 2013 (as amended, the “Schedule 13D”). This Amendment reflects changes to beneficial ownership as a result of the acquisition of additional shares of Common Stock by the Reporting Persons. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 2. Identity and Background

Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): Becker Drapkin Management, L.P., a Texas limited partnership (“BD Management”); Becker Drapkin Partners (QP), L.P., a Texas limited partnership (“Becker Drapkin QP”); Becker Drapkin Partners, L.P., a Texas limited partnership (“Becker Drapkin, L.P.”); BD Partners VI, L.P., a Texas limited partnership (“BD Partners VI”); BD Partners VI SPV, L.P., a Delaware limited partnership (“BD Partners VI SPV”); BC Advisors, LLC, a Texas limited liability company (“BCA”); Steven R. Becker (“Mr. Becker”); and Matthew A. Drapkin (“Mr. Drapkin”). The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the “Joint Filing Agreement”).

Becker Drapkin QP, Becker Drapkin, L.P., BD Partners VI and BD Partners VI SPV are collectively referred to herein as the “Becker Drapkin Funds”.

Mr. Becker and Mr. Drapkin are the sole members of BCA, and BCA is the general partner of BD Management. Mr. Becker and Mr. Drapkin are also limited partners of Becker Drapkin QP, Becker Drapkin, L.P., BD Partners VI and BD Management. BD Management is the general partner of, and investment manager for, the Becker Drapkin Funds and is the investment manager for a separate managed account on behalf of an investment advisory client (the “Managed Account”).”

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The Reporting Persons expended an aggregate amount equal to $17,472,780.91 (including commissions) to purchase 3,266,863 shares of Common Stock. Funds used to purchase reported securities held in the accounts of the Becker Drapkin Funds have come from working capital of the Becker Drapkin Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Funds used to purchase reported securities held by the Managed Account have come from the funds of the Managed Account.”

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.


(b) Number of shares as to which each Reporting Person has:

 

  (i) sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

  (ii) shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

 

  (iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

  (iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

The Becker Drapkin Funds and the Managed Account are the record and direct beneficial owners of the securities covered by this Schedule 13D.

Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin QP (the “Becker Drapkin QP Shares”). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, BD Partners VI Shares, BD Partners VI SPV Shares and the Managed Account Shares.

Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin, L.P. (the “Becker Drapkin, L.P. Shares”). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares, BD Partners VI Shares, BD Partners VI SPV Shares and the Managed Account Shares.

BD Partners VI has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by BD Partners VI (the “BD Partners VI Shares”). BD Partners VI disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, Becker Drapkin QP Shares, BD Partners VI SPV Shares and the Managed Account Shares.

BD Partners VI SPV has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by BD Partners VI SPV (the “BD Partners VI SPV Shares”, and together with the Becker Drapkin QP Shares, the Becker Drapkin, L.P. Shares, the BD Partners VI Shares, the “Becker Drapkin Funds Shares”). BD Partners VI SPV disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, Becker Drapkin QP Shares, BD Partners VI Shares and the Managed Account Shares.

As general partner of each of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) any shares of Common Stock beneficially owned by the Managed Account (the “Managed Account Shares”). BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares and the Managed Account Shares.

As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management. BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management.


As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.

 

Transaction

Date

 

Effecting

Person(s)

 

Shares

Acquired

 

Shares

Disposed

 

Price

Per Share

 

Description

of Transaction

08/30/2013

  BD Partners VI SPV   31,500     $6.0815(1)   Open Market Transaction

09/04/2013

  BD Partners VI SPV   6,949     $6.1046(2)   Open Market Transaction

09/05/2013

  BD Partners VI SPV   10,499     $6.1192(2)   Open Market Transaction

09/06/2013

  BD Partners VI SPV   7,000     $6.1180(2)   Open Market Transaction

09/09/2013

  BD Partners VI SPV   60,785     $6.1342(1)   Open Market Transaction

09/16/2013

  BD Partners VI SPV   87,750     $6.1427(1)   Open Market Transaction

09/26/2013

  BD Partners VI SPV   3,100     $6.1374(1)   Open Market Transaction

09/27/2013

  BD Partners VI SPV   1,800     $6.1244(1)   Open Market Transaction

09/30/2013

  BD Partners VI SPV   93     $6.1500(1)   Open Market Transaction

10/02/2013

  BD Partners VI SPV   28,701     $6.1426(1)   Open Market Transaction

10/03/2013

  BD Partners VI SPV   20,000     $6.1049(2)   Open Market Transaction

10/03/2013

  Managed Account   64,010     $6.1049(2)   Open Market Transaction

10/07/2013

  Managed Account   28,330     $6.0874(1)   Open Market Transaction

10/07/2013

  Managed Account   200     $6.0500(1)   Open Market Transaction

10/08/2013

  Managed Account   9,553     $6.0585(1)   Open Market Transaction

 

(1) Excluding commissions of $0.04 per share.
(2) Excluding commissions of $0.03 per share.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.


(e) Not applicable.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

24.1    Power of Attorney, dated March 16, 2013, signed by Steven R. Becker (incorporated by reference to Exhibit 2 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)
24.2    Power of Attorney, dated March 16, 2013, signed by Matthew A. Drapkin (incorporated by reference to Exhibit 3 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)
24.3    Power of Attorney, dated August 21, 2013 (incorporated by reference to Exhibit 24.3 to the amendment to Schedule 13D relating to the Common Stock of the Issuer filed on August 21, 2013 by the Reporting Persons with the Commission)
99.1    Joint Filing Agreement, dated May 6, 2013, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners VI, L.P.; BD Partners VI SPV, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)”


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 10, 2013

    BECKER DRAPKIN MANAGEMENT, L.P.
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS (QP), L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS, L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BD PARTNERS VI, L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact


    BD PARTNERS VI SPV, L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BC ADVISORS, LLC
    By:  

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    STEVEN R. BECKER
   

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    MATTHEW A. DRAPKIN
   

/s/ Ashley Sekimoto

    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact


EXHIBIT INDEX

 

24.1    Power of Attorney, dated March 16, 2013, signed by Steven R. Becker (incorporated by reference to Exhibit 2 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)
24.2    Power of Attorney, dated March 16, 2013, signed by Matthew A. Drapkin (incorporated by reference to Exhibit 3 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)
24.3    Power of Attorney, dated August 21, 2013 (incorporated by reference to Exhibit 24.3 to the amendment to Schedule 13D relating to the Common Stock of the Issuer filed on August 21, 2013 by the Reporting Persons with the Commission)
99.1    Joint Filing Agreement, dated May 6, 2013, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners VI, L.P.; BD Partners VI SPV, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on May 6, 2013 by the Reporting Persons with the Commission)