Page 5 of 7 – SEC Filing
Explanatory Note
This
Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on November 3, 2017 (the “Schedule
13D”), by the Reporting Persons relating to the Common Stock of the Issuer. 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in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.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 but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the
Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented
by this Amendment.
| Item 4. | Purpose of Transaction. |
Item 4 is amended to add the following:
On January 17, 2018, Vintage Capital and
the Issuer entered into a customary confidentiality and non-disclosure agreement (the “Confidentiality Agreement”)
regarding any non-public information that may be received by Vintage Capital or its affiliates in connection with a possible transaction
involving the Issuer. The Confidentiality Agreement includes a standstill provision (the “Standstill Provision”) that
generally lasts for a period of 12 months from the date of the Confidentiality Agreement (the “Standstill Period”).
The Standstill Provision provides, among
other things, that during the Standstill Period, unless specifically invited in writing by the Board, neither Vintage Capital nor
certain of its controlled affiliates will, directly or indirectly, (1) effect or seek to effect (i) any recapitalization of the
Issuer, any acquisition of any securities of the Issuer or rights or options to acquire any such securities, or any acquisition
of all of substantially all of the assets, indebtedness or business of the Issuer; (ii) any tender or exchange offer, merger, consolidation
or other business combination involving an acquisition of all or substantially all of the assets of the Issuer; or (iii) any solicitation
of proxies or consents to vote any voting securities of the Issuer; (2) with respect to the Issuer, (i) form, join or in any way
participate in a “group”; (ii) become a “participant” in any solicitation of proxies or consents; (iii)
propose, or solicit stockholders for the approval of, any stockholder proposals; or (iv) seek to advise or influence any person
with respect to the voting of, or giving of consents with respect to, any voting securities of the Issuer; (3) otherwise act to
seek or obtain representation on, or control of, the Board; or (4) take any action that would be expected to force the Issuer to
make a public announcement regarding the types of matters set forth in the Standstill Provision. Vintage Capital also agreed during
the Standstill Period not to request that the Issuer amend, waive or terminate the Standstill Provision.
The Standstill Provision (other than
the prohibitions described in clauses (1)(i) and (1)(ii) of the preceding paragraph and the application of other portions of
the Standstill Provision solely as they relate to such clauses) becomes inoperative, and the Standstill Period ends, if (1)
the Issuer publicly announces that the Board has formally terminated its review of strategic and financial alternatives; (2)
two or more members of the Board elected at the Issuer’s 2017 Annual Meeting of Stockholders are no longer serving on
the Board for any reason or it is publicly announced that they will no longer serve on the Board; or (3) any member of the
Board (or an affiliate of such member) sells or otherwise disposes of any securities of the Issuer, except sales or
dispositions (i) pursuant to a Rule 10b5-1 trading plan, (ii) that occur after such member ceases to be a member of the
Board, or (iii) pursuant to the net settlement of equity awards. Engaged Capital, LLC and its related investment funds will
not be deemed to have sold or otherwise disposed of any securities of the Issuer until such time as such sales
or dispositions cause them to no longer be required to make or update Schedule 13D filings.
Page 5 of 7
