SC 13D/A 1 ss410893_sc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D Unassociated Document
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Alteva, Inc.

(Name of Issuer)
 
Common Stock, par value $.01 per share

(Title of Class of Securities)
 
883375107

(CUSIP Number)
 
Alexis P. Michas
Juniper Investment Company, LLC
555 Madison Avenue, 24th Floor
New York, New York 10022
(212) 339-8500

(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
December 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 that is the subject of this Schedule 13D, and is filing this schedule because § 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 § 240.13d-7(b) 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).
 
 


 
 
 
 
              
SCHEDULE 13D
                      
CUSIP No. 883375107
 
Page 2 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Juniper Public Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
         
          
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
               
                      
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
467,176
8
SHARED VOTING POWER
  
0
9
SOLE DISPOSITIVE POWER
  
467,176
10
SHARED DISPOSITIVE POWER
  
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
              
                            
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
 
  
 
 
Page 2 of 14 Pages

 

SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 3 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
Juniper HF Investors II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
        
             
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
               
               
o
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
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
              
                        
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
 
 
Page 3 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 4 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    
Juniper Investment Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
             
                  
o
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
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
               
                
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
PN
 
 
Page 4 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 5 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    
Alexis P. Michas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX 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
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
                
                 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
  
IN
 
 
Page 5 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 6 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
John A. Bartholdson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX 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
  
467,176
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
467,176
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
467,176
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
             
                        
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
7.8%
14
TYPE OF REPORTING PERSON (See Instructions)
   
IN
 
 
Page 6 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 7 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Princeton Hosted Solutions, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
              
                     
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
New Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
0
8
SHARED VOTING POWER
   
0
9
SOLE DISPOSITIVE POWER
   
0
10
SHARED DISPOSITIVE POWER
   
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
              
                     
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
0%
14
TYPE OF REPORTING PERSON (See Instructions)
   
PN
 
 
Page 7 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 8 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Brooklands Heritage, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
    
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
              
               
o
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
  
0
9
SOLE DISPOSITIVE POWER
  
0
10
SHARED DISPOSITIVE POWER
  
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
               
                    
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
0%
14
TYPE OF REPORTING PERSON (See Instructions)
   
PN
 
 
 
Page 8 of 14 Pages

 
 
SCHEDULE 13D
 
CUSIP No. 883375107
 
Page 9 of 14 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     
Brad Bono
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
               
                  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
     
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
15,837
8
SHARED VOTING POWER
   
0
9
SOLE DISPOSITIVE POWER
 
15,837
10
SHARED DISPOSITIVE POWER
   
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
15,837
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
                      
                         
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
0.1%
14
TYPE OF REPORTING PERSON (See Instructions)
   
IN
 
 
Page 9 of 14 Pages

 
 
Item 1.
Security and Issuer.
 
Item 1 is hereby amended and restated in its entirety to read as follows:
 
This Amendment No. 5 to the statement on Schedule 13D (this “Amendment No. 5”) relates to the common stock, par value $.01 per share (the “Shares”), of Alteva, Inc., a New York corporation (the “Issuer”), and hereby amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 30, 2013 (the “Initial Schedule”), as amended by Amendment No. 1 filed on May 27, 2014, Amendment No. 2 filed on August 26, 2014, Amendment No. 3 filed on September 22, 2014 and Amendment No. 4 filed on November 12, 2014 (the “Amendments”, and together with the Initial Schedule, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.  The Issuer’s principal executive offices are located at 401 Market Street, Philadelphia, PA, 19106.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated in its entirety to read as follows:
 
The Shares held by Juniper Public Fund that are the subject of this Schedule 13D were purchased with funds obtained through capital contributions from investors in Juniper Public Fund.  Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $3,410,000, excluding brokerage commissions.
 
The Shares held by Mr. Bono that are the subject of this Schedule 13D were purchased with personal funds.  Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $51,000, excluding brokerage commissions.
 
Item 4.
Purpose of the Transaction.
 
Item 4 is hereby amended and supplemented by adding the following:
 
On December 30, 2014, Juniper Public Fund delivered to the Issuer’s principal executive offices, pursuant to the Issuer’s Amended and Restated Bylaws, dated September 2, 2014 (the “Bylaws”), a Notice of Nomination of Directors and Proposal of Shareholder Business at the 2015 Annual Meeting of Shareholders of the Issuer (the “Notice”). Pursuant to the Notice, Juniper Public Fund nominated four individuals, Mr. John A. Bartholdson, Mr. Albert J. Fitzgibbons III, Mr. George Stoeckert and Mr. Joseph Ambersley (together, the “Nominees”), as nominees and proposed an amendment to the Issuer’s Bylaws (the “Proposed Bylaw Amendment”) that would fix the size of the entire board of directors of the Issuer (the “Board”) at five members. There are, to the Reporting Persons’ knowledge, currently five directors serving on the Issuer’s Board.  Each of the Nominees has agreed to serve as a director, if elected.
 
The Reporting Persons intend to solicit proxies for the Nominees and the Proposed Bylaw Amendment, and intend to prepare, file and mail a proxy statement in connection with such solicitation with respect to the Issuer’s 2015 Annual Meeting of Shareholders (or any other meeting at which directors may be elected).
 
 
Page 10 of 14 Pages

 
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:
 
Item 5(a) is hereby amended and restated in its entirety to read as follows:
 
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 5 are incorporated herein by reference.
 
(a)           The percentages used herein are calculated based upon 5,975,970 Shares outstanding as of November 3, 2014, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.
 
As of the date of this Amendment No. 5, the Reporting Persons may be deemed to have beneficial ownership of the Shares as follows:
 
(i)           Juniper Public Fund beneficially owned 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.
 
(ii)           Juniper HF Investors, as the general partner of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.  Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.
 
(iii)           Juniper Investment Company, as the investment advisor of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Act) 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.  Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
 
(iv)           Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 467,176 Shares, constituting approximately 7.8% of the then outstanding Shares.  Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.
 
(v)           Mr. Bono beneficially owned 6,837 Shares, constituting approximately 0.1% of the then outstanding Shares.
 
(vi)           Neither Princeton nor Brooklands beneficially own any Shares.
 
(vii)           As a result of the matters described in Item 4, the Reporting Persons may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Act.  Accordingly, each Reporting Person may be deemed to beneficially own any Shares that may be beneficially owned by any other Reporting Person, and, on that basis may be deemed to beneficially own, in the aggregate, 474,013 Shares, constituting approximately 7.9% of the then outstanding Shares.  Each of the Group Reporting Persons hereby disclaims beneficial ownership of any Shares that may be beneficially owned by Juniper Public Fund, Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson.  Each of Juniper Public Fund, Juniper HF Investors, Juniper Investment Company, Messrs. Michas and Bartholdson, Princeton and Brooklands hereby disclaims beneficial ownership of any Shares that may be beneficially owned by Mr. Bono.  Neither the filing of this Amendment No. 5 nor any of its contents shall be deemed to constitute an admission that Princeton or Brooklands is the beneficial owner of any Shares for purposes of Section 13(d) of the Act or for any other purpose or that Princeton or Brooklands has an obligation to file this Amendment No. 5.
 
 
Page 11 of 14 Pages

 
 
Item 5(b) is hereby amended and restated in its entirety to read as follows:
 
(b)           Juniper Public Fund has the sole power to vote or direct the vote of 467,176 Shares and the sole power to dispose or direct the disposition of such Shares.  Juniper HF Investors, Juniper Investment Company, and Messrs. Michas and Bartholdson may be deemed to share with Juniper Public Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.  Mr. Bono has the sole power to vote or direct the vote of 6,837 Shares and the sole power to dispose or direct the disposition of such Shares. Neither Princeton nor Brooklands, as of the date hereof, has power to vote or to direct the vote or to dispose or direct the disposition of any Shares. The information set forth in Item 5(a)(vii) is incorporated by reference in its entirety into this Item 5(b).
 
Item 5(c) is hereby amended and supplemented by adding the following:
 
(c)           Set forth on Exhibit A to this Amendment No. 5 is a list of transactions in the Shares effected by the Reporting Persons since November 12, 2014, the date of the last amendment to the Schedule 13D filed by the Reporting Persons in respect of the Shares.
 
Item 5(d) is hereby amended and restated in its entirety to read as follows:
 
(d)      To the knowledge of the Reporting Persons, no person other than Juniper Public Fund, Juniper HF Investors, Juniper Investment Company, and Messrs. Michas, Bartholdson and Bono has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the Shares.  Neither Princeton nor Brooklands has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
Item 7.
Materials to be Filed as Exhibits.
 
Exhibit A:
Schedule of Transactions
Exhibit B:
Amended and Restated Joint Filing Agreement, dated August 26, 2014, among the Reporting Persons (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission on August 26, 2014)
 
 
 
 
 
 
Page 12 of 14 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:  December 30, 2014
 
  JUNIPER PUBLIC FUND, L.P.  
         
  By:  JUNIPER HF INVESTORS II, LLC, its General Partner
         
         
  By: /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         


 
JUNIPER HF INVESTORS II, LLC
 
         
         
  By: /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
 
 

 
JUNIPER INVESTMENT COMPANY, LLC
 
         
         
  By: /s/ Alexis P. Michas  
  Name: Alexis P. Michas  
  Title: Managing Member  
         
 
 
 
         
  By: /s/ Alexis P. Michas  
  ALEXIS P. MICHAS  
         
 
 
 
         
  By: /s/ John A. Bartholdson  
  JOHN A. BARTHOLDSON  
         

 
 
[Alteva, Inc. 13D, Amendment No. 5]
 
 

 
 
 
 
PRINCETON HOSTED SOLUTIONS, LLC
 
     
 
By: BROOKLANDS HERITAGE, LLC, its Managing Member
 
         
  By: /s/ Brad Bono  
  Name: Brad Bono  
  Title: Sole Member  
         
 

 
 
BROOKLANDS HERITAGE, LLC
 
     
     
  By: /s/ Brad Bono  
  Name: Brad Bono  
  Title: Sole Member  
         

 

 
     
  By: /s/ Brad Bono  
 
BRAD BONO
 
         

 
 
 
 
 
 
 
 
 
 
[Alteva, Inc. 13D, Amendment No. 5]