0001144204-14-040348.txt : 20140630 0001144204-14-040348.hdr.sgml : 20140630 20140630144110 ACCESSION NUMBER: 0001144204-14-040348 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140630 DATE AS OF CHANGE: 20140630 GROUP MEMBERS: JEC CAPITAL PARTNERS, LLC GROUP MEMBERS: K. PETER HEILAND GROUP MEMBERS: RATIO CAPITAL MANAGEMENT B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Synacor, Inc. CENTRAL INDEX KEY: 0001408278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 161542712 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86741 FILM NUMBER: 14948498 BUSINESS ADDRESS: STREET 1: 40 LARIVIERE DRIVE STREET 2: SUITE 300 CITY: BUFFALO STATE: NY ZIP: 14202 BUSINESS PHONE: 716-853-1362 MAIL ADDRESS: STREET 1: 40 LARIVIERE DRIVE STREET 2: SUITE 300 CITY: BUFFALO STATE: NY ZIP: 14202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEC II Associates, LLC CENTRAL INDEX KEY: 0001477326 IRS NUMBER: 262258828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 68 MAZZEO DRIVE CITY: RANDOLPH STATE: MA ZIP: 02368 BUSINESS PHONE: 617-680-6709 MAIL ADDRESS: STREET 1: 68 MAZZEO DRIVE CITY: RANDOLPH STATE: MA ZIP: 02368 SC 13D/A 1 v382743_sc13da.htm AMENDMENT TO FORM SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Synacor, Inc.
(Name of Issuer)

 

Common Stock, $0.01 par value
(Title of Class of Securities)

 

871561106
(CUSIP Number)

 

James E. Dawson, Esq., Nutter, McClennen & Fish LLP
155 Seaport Blvd, Boston, MA 02210
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

 

June 30, 2014
(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 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 ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 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).

 

 
 

 

CUSIP No. 871561106  SCHEDULE 13D/A Page 2 of 7 Pages

 

 

(1) Names of reporting persons

 JEC II Associates, LLC

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO/BK
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Delaware

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

0

(8) Shared voting power:

1,353,200

(9) Sole dispositive power:

0

(10) Shared dispositive power:

1,353,200

(11) Aggregate amount beneficially owned by each reporting person:

1,353,200

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

CO

 

 
 

 

CUSIP No. 871561106  SCHEDULE 13D/A Page 3 of 7 Pages

 

 

(1) Names of reporting persons

 JEC Capital Partners, LLC

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO/BK
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Delaware

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

0

(8) Shared voting power:

1,353,200

(9) Sole dispositive power:

0

(10) Shared dispositive power:

1,353,200

(11) Aggregate amount beneficially owned by each reporting person:

1,353,200

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

CO/HC

 

 
 

 

CUSIP No. 871561106  SCHEDULE 13D/A Page 4 of 7 Pages

 

 

(1) Names of reporting persons

K. Peter Heiland

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO/BK
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Germany

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

0

(8) Shared voting power:

1,353,200

(9) Sole dispositive power:

0

(10) Shared dispositive power:

1,353,200

(11) Aggregate amount beneficially owned by each reporting person:

1,353,200

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

IN/HC

 

 
 

 

CUSIP No. 871561106  SCHEDULE 13D/A Page 5 of 7 Pages

 

 

(1) Names of reporting persons

 Ratio Capital Management B.V.

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Netherlands

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

1,345,300

(8) Shared voting power:

0

(9) Sole dispositive power:

1,345,300

(10) Shared dispositive power:

0

(11) Aggregate amount beneficially owned by each reporting person:

1,345,300

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

CO

 

 
 

 

CUSIP No. 871561106  SCHEDULE 13D/A Page 6 of 7 Pages

 

This Amendment No. 2 amends and supplements, as set forth below, the information contained in Items 4 and 7 of the Schedule 13D that was originally filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2014, and amended by Amendment No. 1 filed with the SEC on June 26, 2014 (together, the “Schedule 13D”). Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 2. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On June 30, 2014, the Reporting Persons issued an open letter to the Board of Directors of the Issuer demanding that the Issuer halt its CEO search and pursue a sale process.

 

A copy of the letter is filed as Exhibit 1 hereto and is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1Letter to the Board of Directors dated June 30, 2014.

 

 
 

 

CUSIP No. 871561106  SCHEDULE 13D/A Page 7 of 7 Pages

 

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: June 30, 2014

 

  JEC II Associates, LLC
   
  By: /s/ K. Peter Heiland*
  Name: K. Peter Heiland
  Title: Manager
   
  JEC Capital Partners LLC
   
  By: /s/ K. Peter Heiland*
  Name: K. Peter Heiland
  Title: Managing Partner
   
  /s/ K. Peter Heiland*
  K. Peter Heiland
   
  Ratio Capital Management b.v.
   
  By: /s/ Bart Kool*
  Name: Bart Kool
  Title: Director
   
  *By: /s/ James E. Dawson
  James E. Dawson, as attorney-in-fact

 

 

 EX-1 2 v382743_ex1.htm EXHIBIT 1

 

Exhibit 1

 

Dear Board of Directors:

 

We thank the Board for promptly responding to our letter. Unfortunately, the Board has apparently rejected our call to initiate a strategic process and it failed to articulate any strategy for the creation of shareholder value.

 

In its response the Board listed four product categories for the Company. A statement of product categories is not a strategy and unfortunately the product categories it listed are responsible for declining revenues, enormous R&D spending, and operating losses. We do not share the Board’s alleged excitement and enthusiasm regarding its “goal of maximizing long-term value.”

 

We again invite the Board to clearly and publicly articulate the value opportunity created by its strategy for the Company by explaining how Synacor’s products match customer needs, outperform the competition, and will quickly create meaningful and growing revenue streams. We believe no coherent strategy exists. We fear that the search for a new CEO is a desperate attempt by this Board to remain at the helm despite its complete failure of leadership. Given the track record of failed leadership, we can only assume that the Board’s selection of a CEO will be yet another failure. Further, the hiring of a new CEO will needlessly waste corporate assets, as any candidate will require a significant compensation package, including likely relocation expenses and equity awards plus in the near future change of control severance payments and accelerated equity vesting due to the high likelihood of imminent board change and/or a sale transaction.

 

We believe that value can be created from Synacor’s assets, but not under the leadership of this Board. Given the number of insider stock sales, we are not alone in this opinion. These sales suggest that insiders are also concerned about the leadership of the Board.

 

From the date we publicly disclosed our ownership through the date of our open letter demanding the Company sell itself, Synacor’s stock price increased over 25% from $2.15/share to $2.69/share. This is a clear indication that investors are in favor a sale of the Company. We continue to believe Synacor will have serious interest from multiple parties at prices far in excess of the current share price. Though we were modestly encouraged that the Board purports to consult with financial advisers and evaluates proposals it deems credible from potential acquirers, we believe the way to maximize shareholder value is through a full and properly run sale process.

 

Again, we demand that you put shareholders’ interests first, halt the CEO search and aggressively run a full process for the sale of the Company.

 

Sincerely,  
   
Michael Torok Bart Kool
JEC Capital Partners Ratio Capital Management