UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) 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).

 

 

 

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Item 1.  Security and Issuer.

 

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed September 22, 2014 by and on behalf of P2 Capital Partners, LLC (the “Manager”), a Delaware limited liability company, P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”), P2 Capital Master Fund IX, L.P., a Delaware limited partnership (“Master Fund IX” and, together with Master Fund I and Master Fund VI, the “Funds”), and Claus Moller, a citizen of Denmark (all the preceding persons are the “Reporting Persons”).  Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.  Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.

 

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

 

The second paragraph of Item 3 is hereby amended and replaced by the following:

 

As of July 13, 2015, Master Fund I had invested $14,173,788 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $26,550,614 (excluding brokerage commissions) in the Shares of the Issuer and Master Fund IX had invested $50,701,088 (excluding brokerage commissions) in the Shares of the Issuer.

 

Item 4.  Purpose of Transaction

 

The fourth and fifth paragraphs of Item 4 are hereby amended and replaced by the following:

 

In a letter received by the Reporting Persons on September 16, 2014, the Board communicated that it believes the Reporting Persons’ proposal is inadequate from a financial point of view and not in the Issuer’s best interest.  Accordingly, the Reporting Persons’ proposal is no longer outstanding.  The Reporting Persons continued to believe that there is considerable potential value in the Issuer and therefore purchased additional Shares on the open market, starting on September 16, 2014.

 

As part of the Issuer’s review of strategic and financial alternatives announced by the Issuer on September 18, 2014, the Reporting Persons have re-engaged with the Issuer in connection with a possible transaction involving the Issuer, and have entered into a customary confidentiality and standstill agreement with the Issuer in connection therewith.

 

Subject to any contractual restrictions, the Reporting Persons may at any time dispose of any or all of their Shares in the open market or otherwise or acquire additional Shares of the Issuer or engage in any hedging or similar transactions with respect to the Shares, depending upon their ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities and/or other investment considerations.

 

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Item 5.  Interest in Securities of Issuer.

 

The first paragraph of Item 5 is hereby amended and replaced by the following:

 

(a), (b):  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference.  As of the close of business on July 10, 2015, Master Fund I beneficially owned an aggregate of 1,047,399 Shares, representing approximately 2.8% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 1,947,991 Shares, representing approximately 5.2% of the outstanding Shares and Master Fund IX beneficially owned an aggregate of 3,103,698 Shares, representing approximately 8.3% of the outstanding Shares.  As of the close of business on July 10, 2015, each of the Manager and Mr. Moller may be deemed to beneficially own 6,099,088 Shares of Common Stock, in the aggregate, which represented approximately 16.4% of the outstanding Shares.  All percentages set forth in this paragraph are based on 37,283,980 Shares of Common Stock outstanding (as of April 21, 2015), which number of Shares of Common Stock is based upon the Issuer’s Report on Form 10-Q filed on April 28, 2015, for the quarter ended March 31, 2015.

 

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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: July 13, 2015
P2 CAPITAL MASTER FUND I, L.P.					P2 CAPITAL MASTER FUND VI, L.P.
By:		P2 Capital Partners, LLC,			By:		P2 Capital Partners, LLC,
		as Investment Manager					as Investment Manager
		By:	s/Claus Moller				By:	s/Claus Moller
			Name: Claus Moller					Name: Claus Moller
			Title: Managing Member					Title: Managing Member
P2 CAPITAL MASTER FUND IX, L.P.					P2 CAPITAL PARTNERS, LLC
By:		P2 Capital Partners, LLC,
		as Investment Manager
	By:	s/Claus Moller				By:	s/Claus Moller
		Name: Claus Moller					Name: Claus Moller
		Title: Managing Member					Title: Managing Member
CLAUS MOLLER
		s/Claus Moller

 

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Schedule I

 

TRANSACTIONS IN THE PAST SIXTY DAYS BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to Shares of the Issuer’s Common Stock effected during the past sixty (60) days by any of the Reporting Persons.  The transactions occurred on the open market and the reported price per share excludes brokerage commissions.

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund I

 

Number of Shares Purchased/(Sold)		Price Per Share		Date
None		None		None

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund VI

 

Number of Shares Purchased/(Sold)		Price Per Share		Date
None		None		None

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund IX

 

Number of Shares Purchased/(Sold)		Price Per Share		Date
None		None		None

 

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