This Amendment No. 24 amends and supplements the statement on Schedule 13D originally filed by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus and Lazarus Investment Partners LLLP ("Lazarus Partners") on August 28, 2012, as amended from time to time (the "Schedule 13D"). This Schedule 13D is also filed on behalf of Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and collectively with Lazarus Management, Mr. Borus and Lazarus Partners, the "Reporting Persons"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.
Item 3. Source and Amount of Funds or Other Consideration.
The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On January 15, 2016, the Reporting Persons were notified by the Issuer that the Lockup Agreement dated December 15, 2015 and the Voting Agreement dated December 15, 2015 between the Issuer and Lazarus Partners, as disclosed in the Reporting Persons' Amendment No. 23 to Schedule 13D and in the Issuer's Form 8-K filed on December 17, 2015, became effective. As a result of the effectiveness of the Lockup Agreement, the parties have agreed that warrants to purchase 6,233,634 shares of the Issuer's common stock, exercisable by their terms, are not exercisable during the term of the Lockup Agreement pursuant to the restrictions contained therein. Reporting Persons are filing this Schedule 13D to report revised beneficial ownership as calculated under Rule 13d-3 of the Securities Exchange Act of 1934 for purposes of this Schedule 13D, however the Reporting Persons have not engaged in any transactions related to such securities.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented by adding the following:
Reference is made to Items 7, 9, 11 and 13 of pages 2-5 of this Schedule 13D, which items are incorporated by reference. The securities reported on this Schedule 13D that are held by Lazarus Partners consist of 6,680,461 shares of common stock and 200,000 shares of Series D Preferred Stock that are convertible into 1,842,113 shares of common stock. The securities reported on this Schedule 13D that are held by Macro Micro Partners consist of 7,500 shares of common stock. Excluded from these totals are warrants to purchase an additional 7,233,634 shares of common stock that are either not exercisable within 60 days of the date of this filing or subject to exercise restrictions in connection with the Lockup Agreement described above. The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information from Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 10, 2015, in which the Issuer stated that there were 42,760,609 shares of common stock outstanding as of December 4, 2015.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information disclosed in Item 4 above is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Exhibit A:
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Joint Filing Agreement, dated as of January 22, 2016, by and among Lazarus Investment Partners LLLP, Lazarus Macro Micro Partners LLLP, Lazarus Management Company LLC and Justin B. Borus.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 22, 2016
LAZARUS INVESTMENT PARTNERS LLLP
By: Lazarus Management Company LLC
its General Partner
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By: /s/ Justin B. Borus
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Name: Justin B. Borus
Title: Manager
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LAZARUS MACRO MICRO PARTNERS LLLP
By: Lazarus Management Company LLC
its General Partner
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By: /s/ Justin B. Borus
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Name: Justin B. Borus
Title: Manager
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LAZARUS MANAGEMENT COMPANY LLC
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By: /s/ Justin B. Borus
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Name: Justin B. Borus
Title: Manager
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/s/ Justin B. Borus
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Justin B. Borus
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