0001076809-15-000006.txt : 20150218 0001076809-15-000006.hdr.sgml : 20150216 20150217171725 ACCESSION NUMBER: 0001076809-15-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Defense & National Security Systems, Inc. CENTRAL INDEX KEY: 0001583513 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 463134302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87675 FILM NUMBER: 15624354 BUSINESS ADDRESS: STREET 1: C/O SKARDEL, LLC STREET 2: 920 N. MARKET ST., ONE RODNEY SQ. CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (703) 395-7649 MAIL ADDRESS: STREET 1: C/O SKARDEL, LLC STREET 2: 920 N. MARKET ST., ONE RODNEY SQ. CITY: WILMINGTON STATE: DE ZIP: 19801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLAZER CAPITAL, LLC CENTRAL INDEX KEY: 0001076809 IRS NUMBER: 134032491 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2502 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-808-7304 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2502 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GLAZER CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 19990114 SC 13G/A 1 gdef.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. ) Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 37953N108 (CUSIP NUMBER) December 31,2014 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS: Paul J. Glazer --------------------------------------------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| ------------------------------------------------------------------------------ SEC USE ONLY ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------- SHARED VOTING POWER 166,205 ------------------------------------------------------------------------------- SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- SHARED DISPOSITIVE POWER 166,205 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,205 -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS: Glazer Capital, LLC --------------------------------------------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4032491 ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| ------------------------------------------------------------------------------ SEC USE ONLY ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------- SHARED VOTING POWER 166,205 ------------------------------------------------------------------------------- SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- SHARED DISPOSITIVE POWER 166,205 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,205 -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a). Name of Issuer: Global Defense & National Security Systems, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, VA 20190 Item 2(a). Name of Persons Filing: This Schedule 13G is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by Paul Glazer and Glazer Capital, LLC ("GCL" and together with Paul GLazer the "Reporting Persons"). Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address of the Reporting Persons is: 623 Fifth Ave Suite 2502 New York, New York 10022 Item 2(c). Citizenship: Mr. Glazer is a citizen of the United States of America. GCL is a Deleware limited liability company. Item 2(d). Title of Class of Securities: Common Stock, $0.0001 par value per share Item 2(e). CUSIP Number: 37953N108 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not Applicable (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Exchange Act; (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] Saving Association as defined in Section 3(b) of The Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Sec. 240.13d-1(c), check this box [ x ]. Item 4. Ownership (a) Amount Beneficially Owned Paul Glazer: 166,205 GCL: 166,205 (b) Percent of Class Paul Glazer: 1.7% GCL: 1.7% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: Paul Glazer: 0 GCL: 0 (ii) Shared power to vote or to direct the vote: Paul Glazer: 166,205 GCL: 166,205 (iii) Sole power to dispose or direct the disposition of: Paul Glazer: 0 GCL: 0 (iv) Shared power to dispose or to direct the disposition of: Paul Glazer: 166,205 GCL: 166,205

As calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Paul J. Glazer beneficially owns 166,205 shares of the Issuer's Common Stock, $0.0001 par value per share ("Common Stock"), representing 1.7% of the Common Stock. Mr. Glazer does not directly own any shares of Common Stock, but he does indirectly own 166,205 shares of Common Stock in his capacity as (i) the managing member of Paul J. Glazer, LLC, a Delaware limited liability company, which in turn serves as the general partner of Glazer Capital Management L.P.,("GCM") and Glazer Enhanced Fund, L.P. ("GEF") both Delaware limited partnerships and (ii) the managing member of Glazer Capital, LLC ("GCL") which in turn serves as the investment manager of GCM, GEF, Glazer Offshore Fund, Ltd. ("GOF") and Glazer Enhanced Offshore Fund, Ltd.("GEOF") both Cayman Islands corporations. In addition, GCL manages on a discretionary basis separate accounts for three unrelated entities that own shares of Common Stock (collectively, the "Separate Accounts"). Although Mr. Glazer does not directly own any shares of Common Stock, Mr. Glazer is deemed to beneficially own the 166,205 shares of Common Stock held by GOF, GEOF, GCM, GEF and the Separate Accounts. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Each of GOF, GEOF, GCM, GEF and the Separate Accounts has the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by such person. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. See Exhibit B hereof Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: February 17, 2015 PAUL J. GLAZER By: /s/ Paul J. Glazer -------------------------- Name: Paul J. Glazer Glazer Capital, LL By: /s/ Paul J. Glazer -------------------------- Name: Paul J. Glazer Title: Managing Member Exhibit A --------- Joint Filing Agreement ---------------------- The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Global Defense & National Security Systems, Inc. shall be filed on behalf of the undersigned. PAUL J. GLAZER /s/ Paul J. Glazer ---------------------- Name: Paul J. Glazer GLAZER CAPITAL, LLC By: /s/ Paul J. Glazer -------------------------- Name: Paul J. Glazer Title: Managing Member Exhibit B Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a "group" with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.