EXPLANATORY NOTE: This Amendment No. 10 is being made to reflect the sale by Jeffrey D. Goldstein, Richard A. Goldstein, Robert S. Goldstein and GFIL Holdings, Inc. (the “Reporting Persons”) of an aggregate of 1,800,000 shares of Common Stock. Except as specifically set forth herein, this Amendment No. 10 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 10 shall have the meanings previously ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended to add the following:
As described in more detail in Item 5 below, on June 17, 2015 the Reporting Persons sold an aggregate of 1,800,000 shares of Common Stock. Each of the Reporting Persons intends to review its holdings in the Issuer from time to time. Depending upon various factors, the Reporting Persons may at any time determine to sell all or part of their holdings in the Issuer, acquire additional shares of Common Stock, in either case in the open market, in privately negotiated transactions or otherwise, or engage or participate in a transaction or series of transactions with the purpose or effect of influencing control over the Issuer. These factors include, without limitation:
• the price and availability of the Common Stock,
• subsequent developments affecting the Issuer,
• the business prospects of the Issuer,
• global and U.S. market and economic conditions,
• tax and estate planning considerations,
• other investment and business opportunities available to the Reporting Persons,
• changes in law or government regulations,
• the costs associated with maintaining the public listing of the Issuer,
• discussions with the Issuer’s Board of Directors, management and third parties, and
• other factors deemed relevant by the Reporting Persons.
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Each of Jeffrey D. Goldstein, Richard A. Goldstein and Robert S. Goldstein is a member of the Board of Directors of the Issuer. In such capacities, each of them is party to decision-making that from time to time involves matters related to those described in Items 4(b) through (j) of Schedule 13D. Responses set forth herein refer to plans or proposals of the Reporting Persons only, and are not intended to include decisions of the Issuer in which Jeffrey D. Goldstein, Robert S. Goldstein or Richard A. Goldstein may participate as members of the Board of Directors of the Issuer. Each of Jeffrey D. Goldstein, Robert S. Goldstein and Richard A. Goldstein expressly disclaims any obligation to report on any plans or proposals with respect to the transactions described in this Item 4 that develop solely as a result of his involvement in the ongoing management of the Issuer as a member of its Board of Directors.