0001359824-11-000032.txt : 20111102 0001359824-11-000032.hdr.sgml : 20111102 20111102172434 ACCESSION NUMBER: 0001359824-11-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111102 DATE AS OF CHANGE: 20111102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVARRE CORP /MN/ CENTRAL INDEX KEY: 0000911650 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 411704319 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42687 FILM NUMBER: 111175396 BUSINESS ADDRESS: STREET 1: 7400 49TH AVE N CITY: NEW HOPE STATE: MN ZIP: 55428 BUSINESS PHONE: 7635358333 MAIL ADDRESS: STREET 1: 7400 49TH AVE NORTH CITY: NEW HOPE STATE: MN ZIP: 55428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Drapkin Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6037 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A schedule13da.htm


 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 7)1

Under the Securities Exchange Act of 1934

NAVARRE CORPORATION
(Name of Issuer)

Common Stock
(Title of Class of Securities)

639208107
(CUSIP Number)

Becker Drapkin Management, L.P.
   Attn:  Steven R. Becker
   Attn:  Matthew A. Drapkin
300 Crescent Court, Suite 1111
Dallas, Texas 75201
(214) 756-6016

With a copy to:

Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 31, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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 (“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).

 
1 This filing constitutes Amendment No. 4 for BD Partners II, L.P., and Amendment No. 7 for all other entities making this filing.  The previous filings are incorporated herein by reference, except as superseded by this filing.

 
 
 

SCHEDULE 13D
 
CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
2,062,050
8
SHARED VOTING POWER
 
2,794,751
9
SOLE DISPOSITIVE POWER
 
2,062,050
10
SHARED DISPOSITIVE POWER
 
2,794,751
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,856,801
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, PN


 

 

 

 

 
 
 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Partners (QP), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
1,804,992
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,804,992
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,804,992
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

 
 
 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
Becker Drapkin Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
291,570
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
291,570
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
291,570
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 


CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
BD Partners II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
698,189
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
698,189
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
698,189
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 
 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
BC Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
4,856,801
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,856,801
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,856,801
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, OO


 
 
 
 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven R. Becker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
4,856,801
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,856,801
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,856,801
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 

CUSIP No. 639208107
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Matthew A. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
4,856,801
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,856,801
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,856,801
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 

 
 
 
 
 
This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2010, Amendment No. 1 thereto, filed with the SEC August 30, 2010, Amendment No. 2 thereto, filed with the SEC September 7, 2010, Amendment No. 3 thereto, filed with the SEC September 16, 2010, Amendment No. 4 thereto, filed with the SEC November 10, 2010, Amendment No. 5 thereto, filed with the SEC February 15, 2011, and Amendment No. 6 thereto, filed with the SEC July 29, 2011, with respect to the common stock (the “Common Stock”) of Navarre Corporation, a Minnesota corporation (the “Issuer”).

Item 4.
Purpose of Transaction
 
 
Item 4 is amended and supplemented to add the following information for updating as of the date hereof:
 
(a)-(j) On October 31, 2011, the Issuer entered into an agreement (the “Amendment”) with the Reporting Persons to amend the agreement dated February 11, 2011, among such parties (the “Standstill Agreement”).
 
The following is a brief description of certain terms of the Amendment, which description is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 1 hereto and incorporated by reference herein.
 
Under the terms of the Amendment, (a) the Reporting Persons have agreed (i) to vote or cause to be voted the shares of Common Stock beneficially owned by them, as of the record date for the 2013 annual meeting of shareholders (the “2013 Annual Meeting”) in favor of the nominees for director which are nominated by the Board of Directors of the Company (the “Board”) at the 2013 Annual Meeting and (ii) to extend their obligation to abide by the standstill provisions until February 11, 2014 (or such earlier date upon the occurrence of certain events, as described in the Standstill Agreement) and (b) the Issuer has agreed (i) that prior to the 2013 Annual Meeting, the size of the Board shall not be increased above nine directors and (ii) to revise the standstill provision relating to share ownership such that the Reporting Persons may beneficially own up to 19.99% of the outstanding shares of Common Stock.
 
The Amendment also confirmed, approved and ratified the terms and conditions of the Standstill Agreement except as amended by the Amendment.
 
Item 5.
Interest in Securities of the Issuer
 
 
Subparagraphs (a) through (c) of Item 5 are amended and supplemented to add the following information for updating as of the date hereof:
 
(a), (b) As of the date hereof, the Reporting Persons own an aggregate of 4,856,801 shares of Common Stock.  Based upon a total of 36,805,940 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending June 30, 2011, the Reporting Persons’ shares and warrants represent approximately 13.196% of the outstanding shares of Common Stock.
 
Becker Drapkin QP owns 1,804,992 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 4.904% of the outstanding shares of Common Stock.
 
Becker Drapkin, L.P. owns 291,570 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.792% of the outstanding shares of Common Stock.
 
BD Partners II owns 698,189 shares of Common Stock (the “BD Partners II Shares”), which represent approximately 1.897% of the outstanding shares of Common Stock.
 
The Becker Drapkin QP Shares, Becker Drapkin, L.P. Shares and BD Partners II Shares are collectively referred to herein as the “Becker Drapkin Shares”.
 
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares.  Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares and the BD Partners II Shares.
 
Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares.  Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares and the BD Partners II Shares.
 
BD Partners II has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the BD Partners II Shares.  BD Partners II disclaims beneficial ownership of the Becker Drapkin QP Shares and the Becker Drapkin, L.P. Shares.
 
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Shares.  BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) 2,062,050 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 5.602% of the outstanding shares of Common Stock.  BD Management disclaims beneficial ownership of the Becker Drapkin Shares.
 
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all other transactions by the Reporting Persons in shares of Common Stock effected during the last 60 days, all of which were brokered transactions, are set forth below.
 

Name of Reporting Person
Date
Number of Shares Purchased (Sold)
Average Price per Share
BD Partners II
11/1/2011
23,056
$1.4819
BD Partners II
11/2/2011
20,750
$1.5500
       
Becker Drapkin QP
11/1/2011
50,103
$1.4819
Becker Drapkin QP
11/2/2011
324,118
$1.5500
Becker Drapkin QP
11/2/2011
8,707
$1.5000
       
Becker Drapkin, L.P.
11/1/2011
8,241
$1.4819
Becker Drapkin, L.P.
11/2/2011
48,132
$1.5500
Becker Drapkin, L.P.
11/2/2011
1,293
$1.5000


Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
 
 
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
 
On October 31, 2011, the Issuer and the Reporting Persons entered into the Amendment, the terms of which are described in Item 4 of this Schedule 13D.
 
On November 2, 2011, the Reporting Persons entered into the Joint Filing Agreement, pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.  Such Joint Filing Agreement is attached hereto as Exhibit 2.
 
Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
 
Item 7.
Material to Be Filed as Exhibits
 
Exhibit 1
Agreement, dated October 31, 2011, by and among Navarre Corporation; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P., BD Partners II, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin.
 
Exhibit 2
Joint Filing Agreement, dated November 2, 2011, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners II, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin.
 
Exhibit 3
Agreement, dated February 11, 2011, by and among Navarre Corporation; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P., BD Partners II, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated by reference to Exhibit 1 to Amendment No. 5 to the Schedule 13D relating to the Common Stock of the Issuer filed February 15, 2011, by the Reporting Persons with the SEC).
 

 
 
 
 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           November 2, 2011

 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BD PARTNERS II, L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact


EX-1 2 exhibit1.htm AMENDMENT AGREEMENT exhibit1.htm

Exhibit 1

 
Execution Version

AMENDMENT AGREEMENT
 
This Amendment Agreement (this “Amendment”), dated as of October 31, 2011, is by and among Navarre Corporation, a Minnesota corporation (the “Company”), Steven R. Becker, an individual resident of Texas (“Becker”) and Matthew A. Drapkin, an individual resident of New York (“Drapkin”), and the other entities that are signatories hereto (collectively with Becker and Drapkin, the “Shareholder Group”).
 
WHEREAS, the Company and the Shareholder Group entered into an agreement dated February 11, 2011 with respect to certain corporate governance matters of the Company and certain standstill provisions of the Shareholder Group (the “Original Agreement”); and
 
WHEREAS, the Company and the Shareholder Group desire to amend the terms and conditions of the Original Agreement pursuant to the terms of this Amendment effective as of the date hereof;
 
NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereby agree as follows:
 
1. Defined Terms.  All capitalized terms that are used but not defined in this Amendment shall have the respective meanings assigned to such terms in the Original Agreement.
 
2. Amendment to Section 3(e)(i) of the Original Agreement. Section 3(e)(i) of the Original Agreement is hereby amended by deleting the words “two-year anniversary” and replacing such words with “three-year anniversary”.
 
3. Amendment to Section 4(d) of the Original Agreement. Section 4(d) of the Original Agreement is hereby amended by deleting Section 4(d) in its entirety and replacing Section 4(d) with the following:
 
“(d)           So long as the Company has complied and is complying with the Principal Obligations, each member of the Shareholder Group shall cause all shares of Common Stock owned of record and shall instruct the record owner, in case of all shares of Common Stock beneficially owned but not of record, by it and their respective Affiliates, as of the record date for the  2011 Annual Meeting, for the 2012 Annual Meeting and for the Company’s 2013 Annual Meeting of Shareholders (the “2013 Annual Meeting”), to be present for quorum purposes and to be voted, and shall cause all shares of Common Stock held by their respective Associates to be present for quorum purposes and to be voted in favor of all directors nominated by the Board for election at the 2011 Annual Meeting, the 2012 Annual Meeting and the 2013 Annual Meeting, respectively; provided such directors nominated by the Board are either current members of the Board or otherwise reasonably acceptable to the Shareholder Group.”
 
4. Amendment to Section 4(e)(i) of the Original Agreement. Section 4(e)(i) of the Original Agreement is hereby amended by deleting Section 4(e)(i) in its entirety and replacing Section 4(e)(i) with the following:
 
“(i) that the size of the Board shall only be increased above nine (9) members at any time prior to the conclusion of the 2013 Annual Meeting in connection with the appointment of the Designee Directors;”.
 
5. Amendment to Section 5(a) of the Original Agreement. Section 5(a) of the Original Agreement is hereby amended by deleting Section 5(a) in its entirety and replacing Section 5(a) with the following:
 
“(a)           acquire, offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company or any securities of any Affiliate of the Company, if, after completion of such acquisition or proposed acquisition, such party would beneficially own more than 19.99% of the outstanding shares of Common Stock;”.
 
6. Amendment to Section 5(d) of the Original Agreement. Section 5(d) of the Original Agreement is hereby amended by deleting Section 5(d) in its entirety and replacing Section 5(d) with the following:
 
“(d)           solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at the 2011 Annual Meeting, 2012 Annual Meeting or 2013 Annual Meeting as set forth in this Agreement;”.
 
7. Ratification as Amended.  Except as amended by this Amendment, the terms and conditions of the Original Agreement are confirmed, approved, and ratified, and the Original Agreement, as amended by this Amendment, shall continue in full force and effect.  As of the date hereof, any reference to the Agreement in the Original Agreement shall mean the Original Agreement as amended by this Amendment.
 
8. Jurisdiction.  Each party hereto agrees, on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Amendment or the transactions contemplated hereby will be brought solely and exclusively in any state or federal court in the State of Minnesota (and the parties agree on behalf of themselves and their respective Affiliates not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in the Original Agreement will be effective service of process for any such action, suit or proceeding brought against any party in any such court.  Each party, on behalf of itself and its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Amendment or the transactions contemplated hereby, in the state or federal courts in the State of Minnesota, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper or inconvenient forum.
 
9. Applicable Law.  This Amendment shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Minnesota applicable to contracts executed and to be performed wholly within such state, without giving effect to the choice of law principles of such state.
 
10. Counterparts; Facsimile or Electronic Signatures.  This Amendment may be executed in two or more counterparts which together shall constitute a single agreement.  Facsimile or electronic (i.e., PDF) signatures shall be as effective as original signatures.
 
[Signature page follows.]


 
 

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the parties as of the date first written above.

 
 
COMPANY:
   
 
NAVARRE CORPORATION
   
 
By:
/s/ Richard S. Willis
   
Name: Richard S. Willis
   
Title: CEO
   
 
SHAREHOLDER GROUP:
   
 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Steven R. Becker
   
Name: Steven R. Becker
   
Title: Managing Partner
   
 
BECKER DRAPKIN PARTNERS (Q.P.), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P.
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Steven R. Becker
       
Name: Steven R. Becker
       
Title: Managing Partner
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P.
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Steven R. Becker
       
Name: Steven R. Becker
       
Title: Managing Partner
     
 
BD PARTNERS II, L.P.
     
 
By:
Becker Drapkin Management, L.P.
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Steven R. Becker
       
Name: Steven R. Becker
       
Title: Managing Partner
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Steven R. Becker
   
Name: Steven R. Becker
   
Title: Managing Partner
     
 
/s/ Steven R. Becker
 
Steven R. Becker
     
 
/s/ Matthew A. Drapkin
 
Matthew A. Drapkin






EX-2 3 exhibit2.htm JOINT FILING AGREEMENT exhibit2.htm
Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Navarre Corporation, and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: November 2, 2011

 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BD PARTNERS II, L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
 
 
  
 
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact