Item 5.01. Change in Control of Registrant.

The offering period of the Offer and withdrawal rights expired at 12:00 midnight, Eastern Time, at the end of March 25, 2020 (such date and time, the "Expiration Time"). On March 26, 2020, Purchaser issued a press release announcing that Purchaser accepted for payment 10,576,487 Shares (excluding Shares tendered by notice of guaranteed delivery), representing approximately 92.1% of the aggregate number of then issued and outstanding Shares of the Company. In addition, the depositary has advised that, as of the Expiration Time, 50,741 Shares have been tendered by Notice of Guaranteed Delivery, representing approximately 0.4% of the aggregate number of then issued and outstanding Shares. Based on the Offer Price, the value of such Shares purchased by Purchaser was approximately $12,586,019.53. The source of funds used by the Purchaser to acquire the Shares is described in Item 9 of the Offer to Purchase, dated February 27, 2020, as amended, attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser on February 27, 2020, as amended, which description is incorporated herein by reference.





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A copy of Purchaser's press release announcing the acceptance of the Shares tendered in the Offer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, following the consummation of the Offer, Purchaser will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a subsidiary of Parent. All Shares (other than Shares held by the Company as treasury stock, by any subsidiary of the Company, Parent, Purchaser or any of their respective subsidiaries or Shares for which the holder thereof properly exercised dissenters' rights) not acquired in the Offer will be converted into, and cancelled in exchange for, the right to receive cash merger consideration in an amount equal to the Offer Price per share, net to the seller in cash, without interest thereon and subject to any applicable tax withholding. As Purchaser owns greater than 90% of the outstanding Shares, Parent and Purchaser intend to effect a short-form merger with the Company under Utah law without the vote of or any other action by the remaining shareholders of the Company.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits



Exhibit No.   Description

  99.1          Press Release issued by Purchaser on March 26, 2020 (incorporated
              herein by reference to Exhibit (a)(5)(B) to Amendment No. 2 to the
              Schedule TO filed by Stephen T. Winn, Mirasol Capital, Parent and
              Purchaser with the SEC on March 26, 2020).




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