1
|
NAME OF REPORTING PERSONS
JDS1, 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 ITEM 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
929,700
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
929,700
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,700
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1 |
NAME OF REPORTING PERSONS
Julian Singer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☑ (b) ☐ |
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
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
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
929,700
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
929,700
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,700
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 4.
|
Purpose of Transaction.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|||
99.1
|
Books and Records Demand.
|
|
JDS1, LLC
|
||
|
|
||
|
By:
|
/s/Julian Singer
|
|
|
|
Name:
|
Julian Singer
|
|
|
Title:
|
Managing Member
|
|
|
||
|
|
||
|
/s/ Julian Singer
|
||
|
JULIAN SINGER
|
1.
|
To investigate potential mismanagement, wrongdoing and/or breaches of fiduciary duties by members of the Board or others in
connection with the implementation of the Current Plan;
|
2.
|
To evaluate the decision-making process and deliberations undertaken by the Board and the Nominating and Corporate
Governance Committee in connection with the implementation of the Current Plan;
|
3.
|
To investigate potential mismanagement, wrongdoing and/or breaches of fiduciary duties by members of the Board or others in
connection with the JDS Nominations Process;
|
4.
|
To evaluate the Books and Records of the Company as evincing and demonstrating the accounting records, analysis and
commentary in connection with the implementation of the Current Plan;
|
5.
|
To initiate litigation or take other appropriate action in the event certain directors or others did not properly discharge
their duties to the Company and its stockholders;
|
6.
|
To assess the suitability of the members of the Board to continue in office, to assess the advisability of proposing changes
in the members of the Board, and to facilitate informed voting in any election of directors;
|
7.
|
To assess the advisability of proposing governance reforms in light of the implementation of the Current Plan, including,
without limitation, reforms concerning stockholder ability to approve similar and related actions; and
|
8.
|
Communicating with other stockholders regarding the foregoing.
|
1.
|
All Books and Records relating to the implementation of the Current Plan, including, without limitation, all Board Materials2
related thereto.
|
2.
|
Documents and communications between or among any members of the Board, officers and/or any financial advisor or accounting
firm (including, without limitation, any Section 382 study conducted by such accounting firm) of the Company related to the implementation of the Current Plan.
|
3.
|
Documents and communications sufficient to show the analysis undertaken by or on behalf of the Company related to the
implementation of the Current Plan.
|
4.
|
All Books and Records relating to the JDS Nominations Process, including, without limitation, all Board Materials related
thereto.
|
5.
|
Documents and communications between or among any members of the Board, officers and/or any financial advisor of the Company
related to the JDS Nominations Process.
|
6.
|
Documents and communications sufficient to show the analysis undertaken by or on behalf of the Company related to the JDS
Nominations Process.
|
7.
|
Any other Books and Records responsive to any of the purposes of the demanded inspection as set forth in this letter.
|