0000921895-15-001809.txt : 20150730 0000921895-15-001809.hdr.sgml : 20150730 20150730172849 ACCESSION NUMBER: 0000921895-15-001809 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSSROADS SYSTEMS INC CENTRAL INDEX KEY: 0001093207 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 742846643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57603 FILM NUMBER: 151017314 BUSINESS ADDRESS: STREET 1: 11000 NORTH MOPAC EXPRESSWAY CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 5123490300 MAIL ADDRESS: STREET 1: 11000 NORTH MOPAC EXPRESSWAY STREET 2: . CITY: AUSTIN STATE: TX ZIP: 78759 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lone Star Value Management LLC CENTRAL INDEX KEY: 0001589350 IRS NUMBER: 462567817 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 SC 13D/A 1 sc13da609482cro_07282015.htm AMENDMENT NO. 6 TO THE SCHEDULE 13D sc13da609482cro_07282015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 6)1

Crossroads Systems, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

22765D209
(CUSIP Number)
 
JEFFREY E. EBERWEIN
LONE STAR VALUE MANAGEMENT, LLC
53 Forest Avenue, 1st Floor
Old Greenwich, Connecticut 06870
(203) 489-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 28, 2015
(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 ¨.

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.


_______________
1              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. 22765D209
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE INVESTORS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
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
 
5,398,754*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,398,754*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,398,754*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.99%*
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* Includes 819,176 Shares underlying currently exercisable Warrants; however, the Warrants are subject to a 19.99% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s beneficial ownership of Shares to exceed 19.99%.
 
2
 
CUSIP NO. 22765D209
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE INVESTORS GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
5,398,754*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,398,754*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,398,754*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.99%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* Includes 819,176 Shares underlying currently exercisable Warrants; however, the Warrants are subject to a 19.99% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s beneficial ownership of Shares to exceed 19.99%.
 
3
 
CUSIP NO. 22765D209
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,398,754*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,398,754*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,398,754*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.99%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* Includes 819,176 Shares underlying currently exercisable Warrants; however, the Warrants are subject to a 19.99% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s beneficial ownership of Shares to exceed 19.99%.

 
4
 
CUSIP NO. 22765D209
 
1
NAME OF REPORTING PERSON
 
JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,459,142# *
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
5,459,142# *
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,459,142# *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.99%# *
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
# Includes 60,388 Shares beneficially owned directly by Mr. Eberwein, including 26,244 Shares underlying certain call options exercisable within 60 days of the date hereof.
 
* Includes 819,176 Shares underlying currently exercisable Warrants; however, the Warrants are subject to a 19.99% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s beneficial ownership of Shares to exceed 19.99%.
 
5
 
CUSIP NO. 22765D209
 
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”).  This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares and Warrants purchased by Lone Star Value Investors were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 4,597,578 Shares directly owned by Lone Star Value Investors is approximately $7,786,754, including brokerage commissions, of which of 1,526,526 Shares were acquired pursuant to the Issuer’s Rights Offering (as defined below) and 1,288,352 Shares that were purchased in a private placement by the Issuer on March 31, 2014 (the “Private Placement”). In addition, 644,176 of the Warrants exercisable into 819,176 Shares beneficially owned by Lone Star Value Investors were acquired in the Private Placement, and the remaining 175,000 were acquired in the Issuer's secondary offering in January 2015.
 
The Shares purchased by Mr. Eberwein were acquired with personal funds. The aggregate purchase price of the 34,144 Shares directly owned by Mr. Eberwein is approximately $51,781, excluding brokerage commissions, of which 22,763 Shares were acquired pursuant to the exercise of options granted to Mr. Eberwein for his service as the Chairman of the Issuer’s Board of Directors (the “Board”) and 11,381 Shares were acquired in the Rights Offering. In addition, Mr. Eberwein beneficially owns 26,244 Shares underlying certain call options that were granted to him in connection with his service as Chairman of the Board.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 23,413,658 Shares outstanding as of July 30, 2015, which is the total number of Shares estimated to be outstanding following the closing of the Rights Offering, as reported to the Reporting Persons by the Issuer.
 
A.
Lone Star Value Investors
 
 
(a)
As of the close of business on the date hereof, Lone Star Value Investors beneficially owned 5,398,754 Shares, including 819,176 Shares underlying currently exercisable Warrants; however, the Warrants can only be exercised to the extent that such exercise would not cause Lone Star Value Investors’ beneficial ownership of Shares to exceed 19.99% due to blocker provisions.
 
Percentage: Approximately 19.99%
 
 
(b)
1. Sole power to vote or direct vote: 5,398,754
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,398,754
 
4. Shared power to dispose or direct the disposition: 0
 
 
6
 
CUSIP NO. 22765D209
 
 
(c)
The transactions in the Shares by Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
B.
Lone Star Value GP
 
 
(a)
Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 5,398,754 Shares owned by Lone Star Value Investors.
 
Percentage: Approximately 19.99%
 
 
(b)
1. Sole power to vote or direct vote: 5,398,754
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,398,754
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lone Star Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Lone Star Value Management
 
 
(a)
Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 5,398,754 Shares owned by Lone Star Value Investors.
 
Percentage: Approximately 19.99%
 
 
(b)
1. Sole power to vote or direct vote: 5,398,754
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,398,754
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lone Star Value Management has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Lone Star Value Investors during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Mr. Eberwein
 
 
(a)
As of the close of business on the date hereof, Mr. Eberwein beneficially owned directly 60,388 Shares, including 26,244 Shares underlying certain call options exercisable within 60 days of the date hereof. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the 5,398,754 Shares owned by Lone Star Value Investors.
 
Percentage: Approximately 19.99%
 
 
(b)
1. Sole power to vote or direct vote: 5,459,142
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,459,142
 
4. Shared power to dispose or direct the disposition: 0
 
 
7
 
CUSIP NO. 22765D209
 
 
(c)
The transactions in the Shares during the past sixty days by Mr. Eberwein are set forth in Schedule A and are incorporated herein by reference.
 
In the event that the Warrants did not include the 19.99% blocker provision, the Reporting Persons other than Mr. Eberwein would beneficially own approximately 23.1% of the outstanding Shares, and Mr. Eberwein would beneficially own approximately 23.3% of the outstanding Shares.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
The Issuer distributed to each stockholder of record on July 6, 2015 one non-transferable subscription right for each Share owned by the stockholder, with each subscription right entitling the stockholder to purchase 0.5 Shares at a price of $1.25 per Share (the “Rights Offering”). On July 28, 2015, Lone Star Value Investors fully exercised the 3,053,052 subscription rights it received in the Rights Offering, thereby acquiring 1,526,526 Shares. On July 28, 2015, Mr. Eberwein fully exercised the 22,763 subscription rights he received in the Rights Offering, thereby acquiring 11,381 Shares.
 
 
8
 
CUSIP NO. 22765D209
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  July 30, 2015
 
 
Lone Star Value Investors, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
     
     
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Investors GP, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Management, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Sole Member


 
/s/ Jeffrey E. Eberwein
 
JEFFREY E. EBERWEIN
 
 
9
 
CUSIP NO. 22765D209
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty Days
 
Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

LONE STAR VALUE INVESTORS, LP

1,526,526*
  
1.2500
07/28/2015

JEFFREY E. EBERWEIN

11,381*
  
1.2500
07/28/2015

 

____________________ 
* Represents Shares purchased in connection with the Rights Offering.