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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934*
(Amendment No. 9)*
NATIONAL PATENT DEVELOPMENT CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
3763951098
(CUSIP Number)
Harvey P. Eisen
c/o Bedford Oak Advisors, LLC
100 South Bedford Rd.
Mt. Kisco, NY 10549
(914) 242-5701
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
June 18, 2012
(Date of Event which Requires Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D/A
CUSIP No. 3763951098 |
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Names of Reporting Person | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(b) |
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SEC Use Only | ||||
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Source of Funds* | ||||
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Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Shared Voting Power | |||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person* | ||||
SCHEDULE 13D/A
CUSIP No. 3763951098 |
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Names of Reporting Person | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
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(b) |
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SEC Use Only | ||||
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Source of Funds* | ||||
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Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Person | ||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person* | ||||
SCHEDULE 13D/A
CUSIP No. 3763951098 |
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Names of Reporting Person | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
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(b) |
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SEC Use Only | ||||
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Source of Funds* | ||||
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Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Person | ||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person* | ||||
SCHEDULE 13D/A
CUSIP No. 3763951098 |
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Names of Reporting Person | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
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(b) |
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SEC Use Only | ||||
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Source of Funds* | ||||
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Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Person | ||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares* o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person* | ||||
SCHEDULE 13D/A
CUSIP No. 3763951098 |
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Names of Reporting Person | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
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(b) |
x | |||
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SEC Use Only | ||||
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Source of Funds* | ||||
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Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Shared Voting Power | |||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Person | ||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person* | ||||
Explanatory Note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act, as amended (the Exchange Act), this Schedule 13D/A (this Amendment No. 9) amends and supplements the Schedule 13D filed on August 28, 2007 (the Original Schedule 13D) as amended by Amendment No. 1 thereto filed on October 3, 2007, amendment No. 2 thereto filed on December 31, 2007, amendment No. 3 thereto filed on October 7, 2008, amendment No. 4 thereto filed on June 3, 2010, amendment No. 5 thereto filed on September 20, 2010, amendment No. 6 thereto filed on January 3, 2012, amendment No. 7 thereto filed on January 6, 2012 and amendment No. 8 thereto filed on June 20, 2012 (as so amended, the Schedule 13D). This Amendment No. 9 is being filed jointly by (i) Bedford Oak Capital, L.P., a Delaware limited partnership (Capital); (ii) Bedford Oak Acorn, L.P., a Delaware limited partnership (Acorn); (iii) Bedford Oak Offshore, Ltd., a Cayman Islands company (Offshore); (iv) Bedford Oak Advisors, LLC, a Delaware limited liability company (the Advisor); and (v) Mr. Harvey P. Eisen (Mr. Eisen and, together with Capital, Acorn, Offshore and the Advisor, the Reporting Persons) and relates to the common stock, par value $0.01 per share (the Common Stock), of National Patent Development Corporation (the Company). Capitalized terms used, but not defined, in this Amendment No. 9 have the meanings ascribed to them elsewhere in the Schedule 13D.
This Amendment No. 9 is being filed solely to include as Exhibit 99.1 the Side Letter that was inadvertently omitted from Amendment No. 8.
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Item 7. |
Material to be Filed as Exhibits. |
Exhibit 99.1 Side Letter dated June 18, 2012 by the Reporting Persons in favor of Mr. Donovan. |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: June 21, 2012 |
BEDFORD OAK CAPITAL, L.P. | ||
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By: Bedford Oak Management, LLC | ||
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By: |
/s/ Harvey P. Eisen | |
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Name: |
Harvey P. Eisen | |
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Title: |
Managing Member | |
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Dated: June 21, 2012 |
BEDFORD OAK ACORN, L.P. | ||
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By: Bedford Oak Management, LLC | ||
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By: |
/s/ Harvey P. Eisen | |
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Name: |
Harvey P. Eisen | |
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Title: |
Managing Member | |
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Dated: June 21, 2012 |
BEDFORD OAK ADVISORS, LLC | ||
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By: |
/s/ Harvey P. Eisen | |
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Name: |
Harvey P. Eisen | |
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Title: |
Managing Member | |
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Dated: June 21, 2012 |
BEDFORD OAK OFFSHORE, LTD. | ||
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By: |
/s/ Sarah Kelly | |
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Name: |
Sarah Kelly | |
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Title: |
Director | |
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Dated: June 21, 2012 |
HARVEY P. EISEN | ||
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By: |
/s/ Harvey P. Eisen | |
Exhibit 99.1
Harvey P. Eisen
c/o Bedford Oak Advisors, LLC
100 South Bedford Road, Suite 2R
Mount Kisco, NY 10549
June 18, 2012
Peter M. Donovan
c/o Wright Investors Service
440 Wheelers Farms Road
Milford, CT 06461 USA
Re: Board of Directors Appointment Pursuant to Merger Agreement
Dear Mr. Donovan:
Reference is made to that certain Agreement and Plan of Merger, dated as of June 18, 2012 (the Merger Agreement), by and among National Patent Development Corporation, a Delaware corporation (Parent), NPT Advisors Inc., a Delaware corporation, The Winthrop Corporation, a Connecticut corporation, and you, acting in your capacity as Securityholders Representative (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement).
1. Voting Agreement. In connection with the execution, delivery and performance of the Merger Agreement, the undersigned, each of Harvey Eisen (Eisen) and the undersigned entities (the Bedford Oak Entities) agree (and agree to cause his or its successors and affiliates and all funds and accounts with respect to which any of them has or shares voting authority to agree), until the earlier of (A) the later of (i) five (5) years from the Closing Date and (ii) such time after five (5) years from the Closing Date as the board of directors of Parent determines, in the exercise of its fiduciary duties, not to re-nominate you as a director, and (B) the date that you, your spouse and your account in The Wright Investors Service Deferred Savings, Profit Sharing and Investment Plan and Trust cease to beneficially own, in the aggregate, at least Seven Hundred Fifty Thousand (750,000) shares of Parent Common Stock (which number of shares of Parent Common Stock shall be equitably adjusted in the event of any stock split or similar transaction affecting or involving any Parent Common Stock), to vote, or cause to be voted, all shares of Parent Common Stock beneficially owned either by Eisen or any Bedford Oak Entity, or with respect to which Eisen or any Bedford Oak Entity has or shares voting authority, in favor of your election to (and against your removal from) the Board of Directors of Parent as contemplated by Section 2.5 of the Merger Agreement.
2. Miscellaneous. For purposes of this letter agreement, each of Sections 14.3, 14.5, 14.7 and 14.13 of the Merger Agreement shall be incorporated herein by reference and each reference to (i) a party or Party therein shall be deemed to refer to each of the undersigned and Peter M. Donovan, and (ii) the Agreement or this Agreement therein shall be deemed to refer to this letter agreement.
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Sincerely, | |
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/s/ Harvey P. Eisen | |
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Harvey P. Eisen | |
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BEDFORD OAK ADVISORS, LLC | |
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By: |
/s/ Harvey P. Eisen |
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Name: Harvey P. Eisen | |
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Title: Managing Member | |
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BEDFORD OAK CAPITAL, L.P. | |
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By: |
Bedford Oak Management, LLC |
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By: |
/s/ Harvey P. Eisen |
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Name: Harvey P. Eisen | |
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Title: Managing Member | |
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BEDFORD OAK ACORN, L.P. | |
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By: |
Bedford Oak Management, LLC |
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By: |
/s/ Harvey P. Eisen |
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Name: Harvey P. Eisen | |
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Title: Managing Member | |
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AGREED TO AND |
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ACKNOWLEDGED BY: |
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/s/ Peter M. Donovan |
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Peter M. Donovan |
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[SIGNATURE PAGE TO BEDFORD OAK SIDE LETTER]