Attached files
file | filename |
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8-K - FORM 8-K - KONA GRILL INC | p16840e8vk.htm |
EX-99.2 - EX-99.2 - KONA GRILL INC | p16840exv99w2.htm |
EX-99.9 - EX-99.9 - KONA GRILL INC | p16840exv99w9.htm |
EX-99.8 - EX-99.8 - KONA GRILL INC | p16840exv99w8.htm |
EX-99.10 - EX-99.10 - KONA GRILL INC | p16840exv99w10.htm |
EX-99.7 - EX-99.7 - KONA GRILL INC | p16840exv99w7.htm |
EX-99.4 - EX-99.4 - KONA GRILL INC | p16840exv99w4.htm |
EX-99.6 - EX-99.6 - KONA GRILL INC | p16840exv99w6.htm |
EX-99.3 - EX-99.3 - KONA GRILL INC | p16840exv99w3.htm |
EX-99.5 - EX-99.5 - KONA GRILL INC | p16840exv99w5.htm |
Exhibit 99.1
Mill Road Capital, L.P.
382 Greenwich Avenue, Suite One
Greenwich, CT 06830
382 Greenwich Avenue, Suite One
Greenwich, CT 06830
January 28, 2010
VIA HAND DELIVERY
Kona Grill, Inc.
7150 E. Camelback Road
Suite 220
Scottsdale, Arizona 85251
Attn: Mark S. Robinow, Secretary
7150 E. Camelback Road
Suite 220
Scottsdale, Arizona 85251
Attn: Mark S. Robinow, Secretary
Re: | Notice to the Secretary of Intention to Nominate Persons for Election as
Directors at the 2010 Annual Meeting of Stockholders of Kona Grill, Inc. |
Dear Mr. Robinow:
Mill Road Capital, L.P., a Delaware limited partnership (Mill Road), pursuant to Section
1.13 of Article I of the Amended and Restated Bylaws (the Bylaws) of Kona Grill, Inc., a Delaware
corporation (the Company), hereby notifies you that it intends to nominate three (3) persons for
election to the Board of Directors of the Company (the Board) at the 2010 Annual Meeting of
Stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the Annual Meeting).
This letter, including the Exhibits, Schedules and Annexes attached hereto, is collectively
referred to as the Notice. The persons Mill Road intends to nominate for election to the Board at
the Annual Meeting are Thomas E. Lynch, Craig S. Miller and Lawrence F. Harris (each a Nominee
and collectively, the Nominees). Mill Road believes that the stockholders of the Company have
fixed the number of directors at seven (7), with three (3) directors allocated to the class of
directors with a term expiring in 2010, which class is scheduled for election at the Annual
Meeting. This Notice, in addition to being the notice of nomination required under Section 1.13 of
Article I of the Bylaws, can also be deemed to be a request that the Company name the Nominees in
its proxy statement as nominees for election to the Board at the Annual Meeting.
To the extent that the Company might purport to increase the size of the Board and/or the
number of directors allocated to the class of directors with a term expiring in 2010, Mill Road
reserves the right to nominate additional nominees (each, an Additional Nominee) for election to
the Board at the Annual Meeting. Any such additional nominations would be without prejudice to the
issue of whether such attempted action by the Company was valid under the circumstances.
Additionally, if, due to death or disability, any Nominee or any Additional
Nominee is unable to stand for election at the Annual Meeting, Mill Road reserves the right
to nominate one or more alternate nominees, as applicable, in place of such Nominee or Additional
Nominee(s) (each an Alternate Nominee). In either event, Mill Road will give prompt notice to the
Company of its intent to nominate any Additional Nominees or Alternate Nominees at the Annual
Meeting. Except where the context otherwise requires, the term Nominee as used in this Notice
shall be deemed to include one or more Additional Nominees or Alternate Nominees, as applicable.
Pursuant to Section 1.13 of Article I of the Bylaws, the undersigned hereby sets forth the
following:
(a) | The stockholder giving this Notice and intending to make the nominations set forth herein is Mill Road Capital, L.P. | ||
(b) | The name and address of Mill Road Capital, L.P., as we believe they appear on the Companys books, are: |
MILL ROAD CAPITAL LP
A PARTNERSHIP
ATTN THOMAS E LYNCH
382 GREENWICH AVE-SUITE ONE
GREENWICH CT 06830
A PARTNERSHIP
ATTN THOMAS E LYNCH
382 GREENWICH AVE-SUITE ONE
GREENWICH CT 06830
(c) | Mill Road Capital, L.P. is the beneficial owner of 899,330 shares of Common Stock, par value $0.01 per share, of the Company (the Common Stock), 1,000 shares of which are held of record. Mill Road Capital, L.P.s address is 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830. | ||
(d) | It is hereby represented that Mill Road Capital, L.P. is a stockholder of record of Common Stock entitled to vote at the Annual Meeting for the election of directors and intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees specified herein. | ||
(e) | Reference is made to Schedule A attached hereto (without conceding that any such information is required to be disclosed in this Notice) with respect to information regarding transactions in securities of the Company by Mill Road Capital, L.P. during the past two years. | ||
(f) | Reference is made to Schedule B attached hereto (without conceding that any such information is required to be disclosed in this Notice) with respect to certain entities that are or may be deemed to be members of a group with Mill Road (collectively, the Mill Road Group). | ||
(g) | Mill Road Capital, L.P. has entered into agreements with each of the Nominees other than Thomas E. Lynch, pursuant to which, among other things, such Nominees will be indemnified against certain potential liabilities that might arise in connection with being named as a director nominee and related matters. Mill Road also intends to reimburse such Nominees for certain expenses incurred by |
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such Nominees in the performance of their responsibilities as Nominees. Except for the agreements described above in this paragraph (g) and as otherwise set forth in this Notice, there is no arrangement or understanding between Mill Road Capital, L.P. and any Nominee or other person or persons pursuant to which the Nominees are to be nominated by Mill Road Capital, L.P. | |||
(h) | Certain information regarding each Nominee required to be disclosed pursuant to Section 1.13 of Article I of the Bylaws is set forth in Exhibits A through C attached hereto. | ||
(i) | Each Nominees written consent to his nomination, to being named in any Company or Mill Road Capital, L.P. proxy statement as a nominee and to serving as a director of the Company if elected is included as Annex A hereto. |
If the Mill Road Group determines that it will engage in the solicitation of proxies in
support of the Nominees, the Nominees may make solicitations of proxies. It is anticipated that
certain regular employees of members of the Mill Road Group will participate in any solicitation of
proxies that the Mill Road Group may undertake in support of the Nominees. Such employees will
receive no additional consideration if they assist in the solicitation of proxies. It is
anticipated that any proxies would be solicited by mail, courier services, telephone, facsimile or
in person. If the Mill Road Group determines that it will engage in the solicitation of proxies, it
is anticipated that the Mill Road Group may retain a proxy solicitor who may assist with the
solicitation of proxies. It is anticipated that the costs related to any solicitation of proxies,
including expected expenditures for attorneys, accountants, public relations and financial
advisors, proxy solicitors, advertising, printing, transportation and related expenses, will be
borne by the Mill Road Group. To the extent legally permissible, the Mill Road Group may seek
reimbursement from the Company for those expenses if one or more of the Nominees is elected. The
Mill Road Group does not currently intend to submit the question of such reimbursement to a vote of
the stockholders.
Except as set forth in this Notice, to the knowledge of Mill Road as of the date hereof (i) no
Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past ten years; (ii) no Nominee owns any securities of the Company (or any
parent or subsidiary of the Company), directly or indirectly, beneficially or of record, or has
purchased or sold any securities of the Company within the past two years, and no associate of any
Nominee beneficially owns, directly or indirectly, any securities of the Company; (iii) no Nominee
is, or was within the past year, a party to any contract, arrangements or understandings with any
person with respect to any securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies; (iv) there is no
transaction or series of similar transactions since January 1, 2007, or currently proposed
transaction or series of similar transactions, in which the Company or any of its subsidiaries was
or is to be a participant, in which the amount involved exceeds $120,000 and in which any Nominee
or any associate of any Nominee, or any member of the immediate family (including any person (other
than a tenant or employee) sharing the same household) of any Nominee or of any associate of any
Nominee, had or will have a direct or indirect material interest; (v) no Nominee or associate of
any Nominee has any arrangement or understanding with any person (a)
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with respect to any future employment by the Company or its affiliates (except in the capacity
as a director) or (b) with respect to any future transactions to which the Company or any of its
affiliates will or may be a party; (vi) no Nominee has any substantial interest, direct or
indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting,
except his interest in being nominated for election as a director, and in the case of Thomas E.
Lynch, his beneficial ownership of the Companys Common Stock as reported in Exhibit A, and as
otherwise described herein; (vii) except as set forth in Item 1 of Part II of the Companys
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 filed with the
Securities and Exchange Commission (the SEC) on November 3, 2009, there are no material
proceedings to which any Nominee or any associate of any Nominee is a party adverse to the Company
or any of its subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries; (viii) no occupation or employment (including positions or offices with the Company)
is or was, during the last five years, carried on by any Nominee with the Company or any
corporation or organization which is or was a parent, subsidiary or other affiliate of the Company;
(ix) there exist no family relationships between any Nominee and any other Nominee, or any director
or executive officer of the Company or any person nominated or chosen by the Company to become a
director or executive officer of the Company; (x) during the last five years, no Nominee was
involved in any of the events described in Item 401(f) of Regulation S-K and that are material to
an evaluation of the ability or integrity of such Nominee to become a director of the Company; and
(xi) no Nominee or associate of any Nominee has been awarded or paid, earned or received any cash
compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other
compensation from, or in respect of services rendered to or on behalf of, the Company and its
subsidiaries that is required to be disclosed under, or is subject to any arrangement described in,
Item 402 of Regulation S-K.
Mill Road expects that, at the request of the Board, each Nominee will furnish to the
Secretary of the Company that information required to be set forth in a stockholders notice of
nomination which pertains to the Nominee. Mill Road also expects that each Nominee will furnish
such other information as the Company may reasonably require to determine the eligibility and
suitability of such Nominee to serve as a director of the Company (without, in each case, conceding
the validity of any such requirement or request for additional information).
Mill Road understands that certain information regarding the Annual Meeting (including, but
not limited to, the record date, the number of voting shares outstanding and the date, time and
place of the Annual Meeting) and the Company (including, but not limited to, various committees of
the Board and deadlines for shareholder proposals, compensation of directors and beneficial
ownership of the Companys securities) will be set forth in the Companys proxy statement on
Schedule 14A, to be filed with the SEC by the Company with respect to the Annual Meeting, and in
certain other SEC filings made or to be made by the Company and third parties under Sections 13 and
16 of the Securities Exchange Act of 1934, as amended. To the extent the Company believes any such
information is required to be set forth in this Notice, Mill Road hereby refers the Company to such
filings. Mill Road accepts no responsibility for any information set forth in any such filings not
provided by Mill Road.
The Exhibits, Annexes and Schedules attached hereto are hereby incorporated into and made a
part of this Notice. Accordingly, all matters disclosed in any part of this Notice, including the
Exhibits, Annexes and Schedules, shall be deemed disclosed for all purposes of this
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Notice. Any capitalized term appearing in one of the Exhibits, Annexes or Schedules that is not
defined in such Exhibit, Annex or Schedule shall have the meaning given to such term in the body of
this Notice or in another of the Exhibits, Annexes or Schedules, as applicable.
Mill Road trusts that this Notice complies in all respects with the Bylaws and applicable law.
If the Company believes this Notice is incomplete or otherwise deficient in any respect, please
notify us in writing immediately of such alleged deficiencies. Mill Road reserves the right,
following receipt of any such notice, to either challenge, or attempt to cure, any alleged
deficiencies. Mill Road also reserves the right to give further notice of additional business or
nominations to be conducted or made at the Annual Meeting or other meeting of the Companys
stockholders, to revise the nominations described herein, or not to present any one or more
nominations described herein.
Please be advised that, notwithstanding the compliance by Mill Road with the relevant
provisions of the Bylaws, neither the delivery of this Notice in accordance with the terms of the
Bylaws nor the delivery of additional information, if any, provided to the Company from and after
the date hereof by or on behalf of Mill Road or any other person shall be deemed to constitute an
admission that this Notice is in any way defective or as to the legality or enforceability of any
particular provision of the Bylaws or any other matter, or a waiver by Mill Road or any other
person of its right to contest or challenge the enforceability thereof or of any other matter.
If this Notice shall be deemed for any reason by a court of competent jurisdiction to be
ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any
individual Nominee shall be unable to serve for any reason, then in addition to any
other rights or remedies Mill Road may have, this Notice shall continue to be effective with
respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Mill Road.
Please address any correspondence or questions to Mill Road Capital, L.P., Attention: Justin
Jacobs, telephone (203) 987-3505, facsimile (203) 621-3280 (with a copy to our counsel, Foley Hoag
LLP, Seaport West, 155 Seaport Blvd., Boston, MA 02210, Attention: Peter M. Rosenblum, Esq.,
telephone (617) 832-1151, facsimile (617) 832-7000).
[The remainder of this page is intentionally left blank.]
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Very truly yours, Mill Road Capital, L.P. |
||||
By: | Mill Road Capital GP LLC, its General Partner |
|||
By: | /s/ Thomas E. Lynch | |||
Thomas E. Lynch | ||||
Management Committee Director and Chairman |
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Exhibit A
Nominee Information for Thomas E. Lynch
Mr. Lynch, 50, is the Senior Managing Director of Mill Road Capital, L.P. which is an
investment firm that focuses on investments in publicly traded companies under $250 million in size
and where he has worked since 2006. Mr. Lynch is also a Management Committee Director of Mill Road
Capital GP LLC, which is the sole general partner of Mill Road Capital, L.P. and where he has
worked since 2006. Mr. Lynch is also a Management Committee Director of Mill Road Capital
Management LLC, which provides advisory services to Mill Road Capital GP LLC and where he has
worked since 2004. Mr. Lynch has over two decades of investing, management consulting and operating
experience. Prior to Mill Road, Mr. Lynch was the founder and a managing director of Lazard Capital
Partners, where he created the funds strategy and recruited the investment team. Prior to Lazard,
Mr. Lynch was a managing director at The Blackstone Group. Mr. Lynch came to Blackstone from the
Monitor Company, a management-consulting firm where he worked with companies in the retail,
chemicals, plastics, coatings and packaging industries. Mr. Lynch began his career as an
advertising executive at the Interpublic Group of Companies. Mr. Lynch served as a member of the
Board of Directors of Panera Bread Company, a publicly traded company, from 2003 to 2006. Mr. Lynch
served as a member of the Board of Directors of Galaxy Nutritional Foods, Inc. from May 2009 to
June 2009, then a publicly traded company.
Business address of the Nominee and the name, principal business and address of the organizations
in which the Nominees present principal occupation or employment is carried on:
Thomas E. Lynch, c/o Mill Road Capital, L.P., 382 Greenwich Avenue, Suite One, Greenwich,
Connecticut, 06830. Mill Road Capital, L.P. is an investment firm that focuses on investments in
publicly traded companies under $250 million in size, and its business address is 382 Greenwich
Avenue, Suite One, Greenwich, Connecticut, 06830. Mill Road Capital GP LLCs principal business is
to act as the sole general partner of Mill Road, and its business address is c/o Mill Road Capital,
L.P., 382 Greenwich Avenue, Suite One, Greenwich, Connecticut, 06830. Mill Road Capital Management
LLCs principal business is to provide advisory and administrative services to Mill Road Capital GP
LLC, and its business address is c/o Mill Road Capital, L.P., 382 Greenwich Avenue, Suite One,
Greenwich, Connecticut, 06830.
Residence address of the Nominee:
Thomas E. Lynch, 201 W. Old Mill Road, Greenwich, Connecticut 06831.
Ownership of securities of the Company:
Mr. Lynch, a Management Committee Director of Mill Road Capital GP LLC, the sole general
partner of Mill Road Capital, L.P., has shared power to vote and dispose of the 899,330 shares of
Common Stock beneficially owned by Mill Road Capital, L.P., of which 1,000 shares are held of
record by Mill Road Capital, L.P.
Transactions with the Company as a Related Person:
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On June 9, 2009, the Company completed a rights offering pursuant to which each Company
stockholder received one non-transferrable subscription right for every 2.5 shares of Common Stock
owned by such stockholder as of April 17, 2009 (the Rights
Offering). Each subscription right
entitled such stockholder to purchase one share of Common Stock at a purchase price of $1.35 per
share. The expiration date of the rights offering was June 5, 2009. Mill Road Capital L.P., of
which Mr. Lynch is the Senior Managing Director, purchased 259,268 shares of Common Stock in the
Rights Offering for an aggregate purchase price of $350,011.80. Mr. Lynch, a Management Committee
Director of Mill Road Capital GP LLC, the sole general partner of Mill Road Capital, L.P., acquired
shared power to vote and dispose of such 259,268 shares of Common Stock purchased by Mill Road
Capital, L.P. in the Rights Offering and had an interest of
$350,011.80 in Mill Road Capital,
L.P.s purchase of such shares of Common Stock.
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Exhibit B
Nominee Information for Lawrence F. Harris
Mr. Harris, 50, is the Chief Executive Officer, Chairman of the Board and a Partner of Food
Management Partners, Inc., a restaurant management company where he has worked since 2005. Mr.
Harris has been the owner and Chief Executive Officer of R&H Food Services, Ltd. since 1999, Chief
Executive Officer and a Partner of Alamo Wing, LLC and Rio Wing, LLC since 2001 and a Partner of
Zios Restaurant Company since 2007. Mr. Harris is a seasoned restaurant industry executive with
more than 30 years of public and private restaurant experience
at all levels. Mr. Harris
experience in the restaurant industry includes ten years with Pizza Hut, Inc. and PepsiCo Foods
International, during which he served as the Chief Operations Officer for Pizza Hut operations in
Mexico, as well as employment as the Vice President of Operations for Boston Chicken, Inc.
(currently named Boston Market Corporation) and the President of the Harvest Restaurant Group, Inc.
Mr. Harris does not hold any directorships in any company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the
requirements of Section 15(d) of such Act or any company registered as an investment company under
the Investment Company Act of 1940, as amended.
Business address of the Nominee and the name, principal business and address of the corporation or
other organization in which the Nominees present principal occupation or employment is carried on:
Lawrence F. Harris, c/o Food Management Partners, Inc., 1723 N. Loop 1604 E., Suite 209, San
Antonio, Texas 78232. Food Management Partners, Inc.s principal business is to operate as a
restaurant management company, and its address is 1723 N. Loop 1604 E., Suite 209, San Antonio,
Texas 78232.
Residence address of the Nominee:
Lawrence F. Harris, 73 La Escalera, San Antonio, TX, 78261
Ownership of securities of the Company:
Mr. Harris does not beneficially own or own of record any securities of the Company.
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Exhibit C
Nominee Information for Craig S. Miller
Mr. Miller, 60, is the Managing Partner of Miller-Sinton Capital Partners LLC, a restaurant
investment advisory firm, where he has worked since 2008. Mr. Miller is also the owner of Miller
Partners Restaurant Solutions, a family-owned restaurant management company, where he has served
as an officer since 1989. Mr. Miller has extensive restaurant experience including serving as the
President and Chief Executive Officer of Ruths Chris Steak House, Inc. (currently named Ruths
Hospitality Group, Inc.) from 2004 to 2008, and he also served as the Chairman of the Board of
Ruths Chris Steak House, Inc. from 2006 to 2008. Mr. Miller served as the President of UNO
Restaurants, Inc. from 1986 to 2001 and served as its Chief Executive Officer from 1996 to 2001.
Mr. Miller also served as the President and Chief Executive Officer of Furrs Restaurant Group
from 2001 to 2002. Mr. Miller serves on the Board of Directors of Tim Hortons Inc., a publicly
traded restaurant chain.
Business address of the Nominee and the name, principal business and address of the corporation
or other organization in which the Nominees present principal occupation or employment is
carried on:
Mr. Millers principal business address is the same as his residence address as set forth
below. Miller Sinton Capital Partners LLCs principal business is to operate as a restaurant
investment advisory firm, and its address is the same as Mr. Millers residence address as set
forth below. Miller Partners Restaurant Solutions principal business is to operate as a restaurant
management company, and its address is the same as Mr. Millers residence address as
set forth below.
Residence address of the Nominee:
Craig S. Miller, 1803 Bridgewater Drive, Heathrow, Florida 32746.
Ownership of securities of the Company:
Mr. Miller does not beneficially own or own of record any securities of the Company.
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Annex A
Consents
[See attached]
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Consent
I hereby consent to being a nominee of Mill Road Capital, L.P. (Mill Road) for election
as a director of Kona Grill, Inc., a Delaware corporation (the Company), at the annual meeting of
the stockholders of the Company to be held in 2010 or any special meeting of stockholders held in
lieu thereof, to being named as a nominee in any and all proxy statements and in any and all other
proxy solicitation materials proposed by the Company or Mill Road in connection with the
solicitation of proxies in favor of the election of directors of the Company, and to serving as a
director of the Company if elected.
/s/ Thomas E. Lynch | ||||
Thomas E. Lynch | ||||
Dated January 26, 2010 | ||||
Consent
I hereby consent to being a
nominee of Mill Road Capital, L.P. (Mill Road) for election
as a director of Kona Grill, Inc., a Delaware corporation (the Company), at the annual
meeting of the stockholders of the Company to be held in 2010 or any special meeting of stockholders
held in lieu thereof, to being named as a nominee in any and all proxy statements and in any
and all other proxy solicitation materials proposed by the Company or Mill Road in connection with
the solicitation of proxies in favor of the election of directors of the Company, and to
serving as a director of the Company if elected.
/s/ Craig S. Miller | ||||
Craig S. Miller |
||||
Dated January 26, 2010 |
Consent
I hereby consent to being a nominee of Mill Road Capital, L.P. (Mill Road) for election
as a director of Kona Grill, Inc., a Delaware corporation (the Company), at the annual
meeting of the stockholders of the Company to be held in 2010 or any special meeting of stockholders
held in lieu thereof, to being named as a nominee in any and all proxy statements and in any
and all other proxy solicitation materials proposed by the Company or Mill Road in connection with
the solicitation of proxies in favor of the election of directors of the Company, and to
serving as a director of the Company if elected.
/s/ Lawrence Harris | ||||
Lawrence Harris |
||||
Dated January 26, 2010 |
Schedule A
Transactions in Securities of Kona Grill, Inc.
During the Past Two Years by Mill Road Capital, L.P.
During the Past Two Years by Mill Road Capital, L.P.
Common Stock purchased or sold by Mill Road Capital, L.P.
Shares of Common Stock | ||||||||||||
Date of Purchase/Sale | Purchased/(Sold) | Price per Share | Total Cost* | |||||||||
01/22/08 |
3,520 | 10.22 | 35,974.40 | |||||||||
02/05/08 |
2,200 | 11.67 | 25,677.96 | |||||||||
02/14/08 |
176,955 | 10.13 | 1,793,403.53 | |||||||||
02/15/08 |
10,858 | 9.90 | 107,474.66 | |||||||||
02/19/08 |
9,040 | 9.93 | 89,761.78 | |||||||||
02/20/08 |
2,640 | 9.92 | 26,180.09 | |||||||||
02/21/08 |
9,913 | 9.84 | 97,523.10 | |||||||||
02/29/08 |
17,850 | 9.72 | 173,484.15 | |||||||||
03/04/08 |
8,830 | 9.45 | 83,467.34 | |||||||||
03/07/08 |
4,139 | 8.77 | 36,284.54 | |||||||||
03/07/08 |
3,004 | 8.62 | 25,895.68 | |||||||||
03/10/08 |
4,151 | 8.59 | 35,651.28 | |||||||||
03/25/08 |
150 | 8.90 | 1,335.00 | |||||||||
03/26/08 |
8,010 | 8.92 | 71,444.39 | |||||||||
04/01/08 |
1,900 | 8.77 | 16,659.96 | |||||||||
06/11/08 |
2,500 | 7.00 | 17,499.50 | |||||||||
06/16/08 |
143,858 | 6.21 | 892,753.98 | |||||||||
06/17/08 |
12,518 | 7.02 | 87,848.82 | |||||||||
06/18/08 |
15,100 | 6.99 | 105,559.57 | |||||||||
06/19/08 |
1,400 | 7.03 | 9,836.96 | |||||||||
06/20/08 |
16,100 | 7.18 | 115,588.34 | |||||||||
06/23/08 |
15,500 | 7.23 | 112,071.20 | |||||||||
06/24/08 |
4,000 | 7.20 | 28,811.60 | |||||||||
06/25/08 |
8,191 | 7.44 | 60,928.75 | |||||||||
06/26/08 |
2,000 | 7.32 | 14,640.00 | |||||||||
06/26/08 |
510 | 7.38 | 3,764.41 | |||||||||
07/16/08 |
1,030 | 6.91 | 7,119.57 | |||||||||
07/25/08 |
2,406 | 6.87 | 16,528.02 | |||||||||
07/25/08 |
365 | 6.85 | 2,500.25 | |||||||||
07/29/08 |
900 | 6.60 | 5,940.00 | |||||||||
07/30/08 |
5,000 | 6.25 | 31,266.00 | |||||||||
07/30/08 |
5,000 | 5.95 | 29,750.00 | |||||||||
08/01/08 |
5,000 | 5.50 | 27,500.00 | |||||||||
09/05/08 |
100 | 6.31 | 630.80 | |||||||||
09/09/08 |
3,000 | 6.31 | 18,926.10 | |||||||||
09/10/08 |
1,620 | 6.20 | 10,044.00 | |||||||||
09/16/08 |
228 | 5.79 | 1,319.12 | |||||||||
09/16/08 |
100 | 5.79 | 579.00 | |||||||||
10/06/08 |
11,700 | 4.94 | 57,793.32 | |||||||||
10/07/08 |
3,150 | 4.60 | 14,490.00 | |||||||||
10/09/08 |
4,335 | 3.95 | 17,122.38 | |||||||||
10/10/08 |
8,200 | 3.55 | 29,083.76 | |||||||||
11/12/08 |
800 | 2.02 | 1,618.48 |
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Shares of Common Stock | ||||||||||||
Date of Purchase/Sale | Purchased/(Sold) | Price per Share | Total Cost* | |||||||||
11/12/08 |
10,000 | 2.01 | 20,100.00 | |||||||||
11/13/08 |
12,500 | 1.98 | 24,750.00 | |||||||||
11/13/08 |
8,000 | 1.85 | 14,800.00 | |||||||||
11/14/08 |
10,000 | 1.83 | 18,300.00 | |||||||||
11/14/08 |
8,000 | 1.87 | 14,937.60 | |||||||||
04/15/09 |
(18,109 | ) | 2.36 | 42,726.37 | ||||||||
04/30/09 |
10,000 | 2.10 | 20,982.00 | |||||||||
06/05/09 |
259,268 | 1.35 | 350,011.80 | ** | ||||||||
All purchases of Common Stock were funded by working capital which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business.
* | Excludes commissions and other execution-related costs. | |
** | This purchase is in connection with the Companys Rights Offering. The date reflects Mill Roads prime brokers records. The subscription occurred on June 3, 2009 and the Company records indicate that the offering was completed on June 9, 2009. |
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Schedule B
Certain Additional Information
Set forth below is certain additional information regarding Thomas E. Lynch, Mill Road
Capital, L.P., Mill Road Capital GP LLC and Mill Road Capital Management LLC, which may, among
other things, be deemed to be associates of Mr. Lynch or members of a group with Mill Road.
By including such information, Mill Road does not concede that any such information is
required to be disclosed in this Notice.
Mill Road Capital, L.P. (Mill Road) is a Delaware limited partnership. The principal
business of Mill Road is to operate as an investment firm that focuses on investments in publicly
traded companies under $250 million in size. The address of the principal business and principal
office of Mill Road is 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830. Mill Road
beneficially owns 899,330 shares of Common Stock, 1,000 of which are held of record.
The general partner of Mill Road is Mill Road Capital GP LLC, a Delaware limited liability
company (MRCGP), and the principal business of MRCGP is to act as the sole general partner of
Mill Road. The address of MRCGP is 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830.
The name, business address, present principal occupation and employment history of each person
controlling MRCGP are set forth at the end of this Schedule B. Each of Mr. Lynch and Scott P.
Scharfman, Management Committee Directors of MRCGP, has shared power to vote and dispose of the
899,330 shares of Common Stock beneficially owned by Mill Road.
Mill Road Capital Management LLC is a Delaware limited liability company (MRCM). The
principal business of MRCM is to provide advisory and administrative services to MRCGP. The address
of MRCM is 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830.
On
June 9, 2009, the Company completed a rights offering pursuant to which each Company
stockholder received one non-transferrable subscription right for every 2.5 shares of Common Stock
owned by such stockholder as of April 17, 2009 (the Rights Offering). Each subscription right
entitled such stockholder to purchase one share of Common Stock at a purchase price of $1.35 per
share. The expiration date of the rights offering was June 5, 2009. Mill Road Capital, L.P.
purchased 259,268 shares of Common Stock in the Rights Offering for an aggregate purchase price of
$350,011.80. Each of Messrs. Lynch and Scharfman, Management Committee Directors of MRCGP, the sole
general partner of Mill Road Capital, L.P., acquired shared power to vote and dispose of such
259,268 shares of Common Stock purchased by Mill Road Capital, L.P. in the Rights Offering.
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PERSONS CONTROLLING MRCGP
Set forth below are the name, present principal occupation or employment, and material
occupations, positions, offices or employment for the past five years of each person controlling
MRCGP. The principal business address of each person controlling MRCGP is c/o Mill Road Capital,
L.P., 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830.
Thomas
E. Lynch is a Management Committee Director of MRCGP. Mr. Lynchs present principal
occupation or employment is as a Management Committee Director of MRCGP and of MRCM, which provides
advisory and administrative services to MRCGP. Mr. Lynch is also the Senior Managing Director of
Mill Road. Prior to forming Mill Road, Mr. Lynch was the founder and a Managing Director of Lazard
Capital Partners. Prior to Lazard, Mr. Lynch was a Managing Director at The Blackstone Group.
Scott Scharfman is a Management Committee Director of MRCGP. Mr. Scharfmans present principal
occupation or employment is as a Management Committee Director of MRCGP and of MRCM, which provides
advisory and administrative services to MRCGP. Mr. Scharfman is also a Managing Director of Mill
Road. Prior to joining Mill Road, Mr. Scharfman was the Senior Manager of the Equity Capital
Markets Origination Group at Robertson Stephens.
Charles M. B. Goldman is a Management Committee Director of MRCGP. Mr. Goldmans present
principal occupation or employment is as a Management Committee Director of MRCGP and of MRCM,
which provides advisory and administrative services to MRCGP. Mr. Goldman is also a Managing
Director of Mill Road. Prior to joining Mill Road, Mr. Goldman was the executive vice president of
acquisitions and development for Ascend Media, a company focused on acquiring and integrating
business-to-business magazines, journals and tradeshows.
Justin C. Jacobs is a Management Committee Director of MRCGP. Mr. Jacobs present principal
occupation or employment is as a Management Committee Director of MRCGP and of MRCM, which provides
advisory and administrative services to MRCGP. Mr. Jacobs is also a Managing Director of Mill Road.
Prior to joining Mill Road, Mr. Jacobs worked at Live Wire Capital, an investment and management
group in which he held interim operational positions in portfolio companies and was involved in
investment activities. Prior to joining LiveWire, Mr. Jacobs was an investment professional at The
Blackstone Group.
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