The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 4.
Purpose of Transaction
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Item 4 is hereby amended to add the following:
On February 28, 2012, the Reporting Persons and the Issuer entered into a Settlement Agreement (as described in further detail in Item 6 below) whereby the Issuer agreed, among other things, to (i) immediately appoint a director, as identified in the Settlement Agreement, to the Board of Directors of the Issuer (the “Board”) and (ii) form a committee consisting of representatives of Mast Capital Management, LLC and other significant stockholders of the Issuer, to identify an additional individual to be appointed to the Board on or prior to the Issuer’s 2012 annual meeting of stockholders (the “2012 Annual Meeting”). The Reporting Persons agreed to take certain actions during a Standstill Period (as defined and described in Item 6 below).
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
On February 28, 2012, the Reporting Persons and the Issuer entered into a Settlement Agreement.
Pursuant to the terms of the Settlement Agreement, the Issuer agreed to immediately appoint Philip Spencer to fill the vacancy on the Board in the class of directors whose terms expire at the 2014 annual meeting of stockholders of the Issuer (the “2014 Meeting”).
The Issuer also agreed to form a committee (the “Selection Committee”) to identify an additional individual (the “New Appointee”) to serve on the Board. The Selection Committee will consist of representatives of Mast Capital Management LLC and other significant stockholders of the Issuer. The New Appointee will either be (i) appointed to fill a vacancy on the Board prior to the 2012 Annual Meeting and, if appropriate, included in the Issuer’s slate of three nominees for election at the 2012 Annual Meeting, or (ii) included in the Issuer’s slate of three nominees for election at the 2012 Annual Meeting. If the New Appointee is appointed to the Board prior to the 2012 Annual Meeting to the class of directors whose terms expire at the 2012 Annual Meeting, the Issuer agreed to recommend, support and solicit proxies for the election of the New Appointee in the same manner as for the Issuer’s other two nominees who are up for election at the 2012 Annual Meeting. If the New Appointee is appointed to the Board prior to the 2012 Annual Meeting to the class of directors whose terms expire at the Issuer’s 2013 annual meeting of stockholders (the “2013 Annual Meeting”) or 2014 Annual Meeting, the Issuer agreed to recommend, support and solicit proxies for the election of the New Appointee in the same manner as for the Issuer’s other nominees who are up for election at the 2013 Annual Meeting or 2014 Annual Meeting, as the case may be.
Pursuant to the terms of the Settlement Agreement, one of the incumbent directors, which may be one of the three directors whose terms expire at the 2012 Annual Meeting, will either resign prior to, or not stand for re-election at, the 2012 Annual Meeting. Additionally, the Issuer agreed to not increase the size of the Board to more than nine members during the Standstill Period (defined below).
The Reporting Persons agreed to, among other things, (i) withdraw their letter demanding a list of the Issuer’s stockholders and certain other books and records of the Issuer, (ii) not to nominate any person for election at the 2012 Annual Meeting, and (iii) not to submit any proposal for consideration at, or bring any other business before, the 2012 Annual Meeting. The Reporting Persons further agreed to, until the earlier of the conclusion of the 2013 Annual Meeting or June 30, 2013 (such period, the “Standstill Period”), vote all Shares beneficially owned by them and their affiliates in favor of election of each of the Issuer’s director nominees at any annual meeting of the Issuer’s stockholders. During the Standstill Period, the Reporting Persons are free to vote their Shares on any proposal (other than the election of directors) brought before any annual or special meeting of stockholders and to announce their opposition to any Board approved proposal related to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination involving the Issuer.
The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7.
Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibit:
99.1 Settlement Agreement by and among Mast Capital Management, LLC, Mast Credit Opportunities I Master Fund Limited, Mast OC I Master Fund L.P., Mast Select Opportunities Master Fund LP, Mast PC Fund, L.P., Christopher B. Madison, David J. Steinberg and LodgeNet Interactive Corporation, dated February 28, 2012.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned signatories certify that the information set forth in this statement is true, complete and correct.
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Dated: February 29, 2012
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MAST CAPITAL MANAGEMENT, LLC
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By:
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/s/ Christopher B. Madison
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Name:
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Christopher B. Madison
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Title:
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Managing Member
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MAST CREDIT OPPORTUNITIES I MASTER FUND LIMITED
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By:
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/s/ Christopher B. Madison
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Name:
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Christopher B. Madison
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Title:
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Director
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MAST OC I MASTER FUND L.P.
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By:
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Mast Capital Management, LLC
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General Partner
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By:
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/s/ Christopher B. Madison
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Name:
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Christopher B. Madison
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Title:
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Managing Member
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MAST SELECT OPPORTUNITIES MASTER FUND L.P.
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By:
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Mast Select Opportunities GP, LLC
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General Partner
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By:
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/s/ Christopher B. Madison
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Name:
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Christopher B. Madison
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Title:
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Authorized Signatory
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MAST PC FUND, L.P.
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By:
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Mast PC GP, LLC
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General Partner
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By:
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/s/ Christopher B. Madison
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Name:
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Christopher B. Madison
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Title:
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Authorized Signatory
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/s/ Christopher B. Madison
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CHRISTOPHER B. MADISON
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