0001571049-14-005438.txt : 20141027 0001571049-14-005438.hdr.sgml : 20141027 20141027162020 ACCESSION NUMBER: 0001571049-14-005438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141027 DATE AS OF CHANGE: 20141027 GROUP MEMBERS: BRIAN R. KAHN GROUP MEMBERS: KAHN CAPITAL MANAGEMENT, LLC, SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IEC ELECTRONICS CORP CENTRAL INDEX KEY: 0000049728 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 133458955 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45771 FILM NUMBER: 141174752 BUSINESS ADDRESS: STREET 1: 105 NORTON ST CITY: NEWARK STATE: NY ZIP: 14513 BUSINESS PHONE: 3153317742 MAIL ADDRESS: STREET 1: PO BOX 271 CITY: NEWARK STATE: NY ZIP: 14513 FORMER COMPANY: FORMER CONFORMED NAME: INTERCONTINENTAL ELECTRONICS CORP DATE OF NAME CHANGE: 19730601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vintage Capital Management LLC CENTRAL INDEX KEY: 0001511498 IRS NUMBER: 272297824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 SC 13D/A 1 t1402032_sc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

IEC Electronics Corp.

 

(Name of Issuer)

 

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

 

44949L105

 

(CUSIP Number)

 

Vintage Capital Management, LLC

4705 S. Apopka Vineland Road, Suite 210

Orlando, FL 32819

(407) 909-8015

 

With a copy to:

Bradley L. Finkelstein

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

October 27, 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 (“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).

 

 

 
 

  

CUSIP No. 44949L105 13D
(1)    NAMES OF REPORTING PERSONS
 Vintage Capital Management, LLC
 

(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ¨                   (b)  ¨

(3)    SEC USE ONLY
(4)    SOURCE OF FUNDS (see instructions)
 OO
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares
(8)   SHARED VOTING POWER
710,960 shares
(9)   SOLE DISPOSITIVE POWER
0 shares
(10) SHARED DISPOSITIVE POWER
710,960  shares
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 710,960  shares
(12)  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 7.1%*
(14)  TYPE OF REPORTING PERSON (see instructions)
 OO
     

 

* Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.

 

Page 2 of 6
 

 

CUSIP No. 44949L105 13D
(1)    NAMES OF REPORTING PERSONS
 Kahn Capital Management, LLC
 

(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ¨                   (b)  ¨

(3)    SEC USE ONLY
(4)    SOURCE OF FUNDS (see instructions)
 OO
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares
(8)   SHARED VOTING POWER
710,960  shares
(9)   SOLE DISPOSITIVE POWER
0 shares
(10) SHARED DISPOSITIVE POWER
710,960  shares
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 710,960  shares
(12)  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 7.1%*
(14)  TYPE OF REPORTING PERSON (see instructions)
 OO
     

 

* Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.

 

Page 3 of 6
 

 

CUSIP No. 44949L105 13D
(1)    NAMES OF REPORTING PERSONS
 Brian R. Kahn
 

(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a)  ¨                   (b)  ¨

(3)    SEC USE ONLY
(4)    SOURCE OF FUNDS (see instructions)
 OO
(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6)    CITIZENSHIP OR PLACE OF ORGANIZATION
 United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
(7)   SOLE VOTING POWER
0 shares
(8)   SHARED VOTING POWER
710,960  shares
(9)   SOLE DISPOSITIVE POWER
0 shares
(10) SHARED DISPOSITIVE POWER
710,960  shares
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 710,960  shares
(12)  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 7.1%*
(14)  TYPE OF REPORTING PERSON (see instructions)
 IN
     

 

* Percentage calculated based on 10,055,267 shares of common stock, par value $0.01 per share, outstanding as of August 1, 2014, as reported in the Form 10-Q for the quarterly period ended June 27, 2014 of IEC Electronics Corp.

 

Page 4 of 6
 

  

Explanatory Note

 

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on February 13, 2014, as amended on May 28, 2014 and August 14, 2014 (the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

 

Item 4. Purpose of Transaction.

 

Item 4 is amended to add the following:

 

On October 27, 2014, an affiliate of Vintage Capital submitted a letter to the Issuer (the “Nomination Letter”) nominating Keith M. Butler, Charles P. Hadeed, Lynn J. Hartrick, Andrew M. Laurence, Jeremy R. Nowak, Jeffrey T. Schlarbaum and Eric Singer (collectively, the “Nominees”) for election to the Board of Directors of the Issuer at the 2015 Annual Meeting of Stockholders. In the Nomination Letter, the affiliate of Vintage Capital reserved the right to further nominate, substitute or add additional persons in the event that (a) the Issuer purports to increase the number of directorships; (b) the Issuer makes or announces any changes to its bylaws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying any of the Nominees; or (c) any of the Nominees is unable or becomes unwilling for any reason to serve as a director of the Issuer.

 

Page 5 of 6
 

 

SIGNATURES

 

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: October 27, 2014

 

  VINTAGE CAPITAL MANAGEMENT, LLC
     
  By: /s/ Jeremy Nowak
    Name:  Jeremy Nowak
    Title: Manager
     
  KAHN CAPITAL MANAGEMENT, LLC
     
  By: /s/ Jeremy Nowak
    Name: Jeremy Nowak
    Title: Manager
     
  /s/ Brian R. Kahn
  Brian R. Kahn

 

Page 6 of 6