Page 14 of 24 – SEC Filing (c) The principal business of Dialectic Capital is providing investment advice. Dialectic Capital is the investment manager to each of Dialectic Capital Partners, DAP, and DOF. The principal business of each of Dialectic Capital Partners, DOF, and DAP is investing in securities. The principal business of Dialectic GP is serving as the general partner to each of Dialectic Capital Partners, DOF, and DAP. The principal occupation of each of Mr. Fichthorn and Mr. Eastwood is serving as managing partners of Dialectic Capital. Mr. Daniels is a private investor. The principal occupation of Mr. Howe is serving as managing partner of Broadband Initiatives LLC. The principal occupation of Mr. Mutch is serving as managing partner of MV Advisors LLC. Mr. Rose is a private investor. (d) No Reporting Person nor any person listed on Schedule A, annexed hereto has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Persons, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Messrs. Fichthorn, Daniels, Howe, Mutch and Rose is a citizen of the United States of America. Mr. Eastwood is a citizen of the United Kingdom. The citizenship of the persons listed on Schedule A is set forth therein. Item 3. Source and Amount of Funds or Other Consideration.
The Shares purchased for the accounts of each of Dialectic Capital Partners, DOF and DAP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 255,800 Shares beneficially owned by Dialectic Capital Partners is approximately $572,340, including brokerage commissions. The aggregate purchase price of the 943,400 Shares beneficially owned by DOF is approximately $2,043,707, including brokerage commissions. The aggregate purchase price of the 1,011,288 Shares beneficially owned by DAP is approximately $2,063,697, including brokerage commissions. Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. On May 27, 2016, Dialectic Capital Partners delivered a letter to the Issuer (the “Nomination Letter”) nominating Mr. Fichthorn, Mr. Daniels, Mr. Howe, Mr. Mutch and Mr. Rose (the “Nominees”), for election to the Board at the Issuer’s 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”). Dialectic believes its Nominees have the requisite skill sets and relevant business and financial experience to ensure that the Issuer evaluates, with an open mind and a keen sense of urgency, all alternative strategies to determine the best path forward to maximize value for all shareholders.
(c) The principal business of Dialectic Capital is providing investment advice. Dialectic Capital is the investment manager to each of Dialectic Capital Partners, DAP, and DOF. The principal business of each of Dialectic Capital Partners, DOF, and DAP is investing in securities. The principal business of Dialectic GP is serving as the general partner to each of Dialectic Capital Partners, DOF, and DAP. The principal occupation of each of Mr. Fichthorn and Mr. Eastwood is serving as managing partners of Dialectic Capital. Mr. Daniels is a private investor. The principal occupation of Mr. Howe is serving as managing partner of Broadband Initiatives LLC. The principal occupation of Mr. Mutch is serving as managing partner of MV Advisors LLC. Mr. Rose is a private investor.
(d) No Reporting Person nor any person listed on Schedule A, annexed hereto has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Persons, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of Messrs. Fichthorn, Daniels, Howe, Mutch and Rose is a citizen of the United States of America. Mr. Eastwood is a citizen of the United Kingdom. The citizenship of the persons listed on Schedule A is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased for the accounts of each of Dialectic Capital Partners, DOF and DAP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 255,800 Shares beneficially owned by Dialectic Capital Partners is approximately $572,340, including brokerage commissions. The aggregate purchase price of the 943,400 Shares beneficially owned by DOF is approximately $2,043,707, including brokerage commissions. The aggregate purchase price of the 1,011,288 Shares beneficially owned by DAP is approximately $2,063,697, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On May 27, 2016, Dialectic Capital Partners delivered a letter to the Issuer (the “Nomination Letter”) nominating Mr. Fichthorn, Mr. Daniels, Mr. Howe, Mr. Mutch and Mr. Rose (the “Nominees”), for election to the Board at the Issuer’s 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”). Dialectic believes its Nominees have the requisite skill sets and relevant business and financial experience to ensure that the Issuer evaluates, with an open mind and a keen sense of urgency, all alternative strategies to determine the best path forward to maximize value for all shareholders.
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