SC 13D/A 1 v421336_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

OMEGA PROTEIN CORPORATION

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(Name of Issuer)

 

Common Stock, $0.01 par value

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(Title of Class of Securities)

 

68210P107

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(CUSIP Number)

 

Wynnefield Partners Small Cap Value, L.P. I

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 8, 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 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 [ ]

 

 

 

  

CUSIP No. 68210P107 13D/A Page 2 of 17

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX 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

 

865,223 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

865,223 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

865,223 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.0%

14

 

TYPE OF REPORTING PERSON*

PN

 

       

 

 

 

 

CUSIP No. 68210P107 13D/A Page 3 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX 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

 

528,250 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

528,250 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

528,250 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.4%

14

 

TYPE OF REPORTING PERSON*

PN

 

       

 

 

 

CUSIP No. 68210P107 13D/A Page 4 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

219,444 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

219,444 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

219,444 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.0%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 

 

 

CUSIP No. 68210P107 13D/A Page 5 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. Profit Sharing Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX 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

 

75,000 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

75,000 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

75,000 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

 

TYPE OF REPORTING PERSON*

EP

 

       

 

 

 

CUSIP No. 68210P107 13D Page 6 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

1,393,473 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

1,393,473 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,393,473 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4%

14

 

TYPE OF REPORTING PERSON*

OO

 

       

 

 

 

 

CUSIP No. 68210P107 13D/A Page 7 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX 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

 

219,444 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

219,444 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

219,444 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.0%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 

 

 

CUSIP No. 68210P107 13D/A Page 8 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

75,000 (See Item 5)

8

SHARED VOTING POWER

 

1,612,917 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

75,000 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

1,612,917 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,687,917 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.8%

14

 

TYPE OF REPORTING PERSON*

 

IN

 

       

 

 

 

 

 

CUSIP No. 68210P107 13D/A Page 9 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0 (See Item 5)

8

SHARED VOTING POWER

 

1,612,917 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

1,612,917 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,612,917 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.4%

14

 

TYPE OF REPORTING PERSON*

IN

 

       

 

 

 

 

 

 

CUSIP No. 68210P107 13D/A Page 10 of 17

 

Item 1. Security and Issuer.

 

This Amendment No. 1 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2015 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.01 par value per share (the “Common Stock”) of Omega Protein Corporation, a Nevada corporation (the “Issuer”). The Issuer maintains its principal executive office at 2105 City West Blvd., Suite 500, Houston, Texas 77042. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed by the Wynnefield Reporting Persons.

 

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing Plan (“Plan”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The Wynnefield Reporting Persons that are entities, are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

 

WCM, a New York limited liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. The Plan is an employee profit sharing plan organized under the laws of the State of Delaware. Mr. Obus is the portfolio manager of the Plan. Messrs. Obus and Landes are citizens of the United States of America.

 

Messrs. Obus and Landes are citizens of the United States of America.

 

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

 

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The securities reported in this Schedule 13D/A as directly beneficially owned by the Wynnefield Reporting Persons were `acquired with funds of approximately $18,278,949 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

 

 

CUSIP No. 68210P107 13D/A Page 11 of 17

 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

 

During the course of informal communications with the Issuer’s management and Board of Directors (the “Board”), the Wynnefield Reporting Persons have strongly recommended that the Issuer (i) conduct a thorough review of strategic alternatives to enhance and release shareholder value under the auspices of a special Strategic Review Committee of independent members of the Board, instead of the entire Board, including management directors who are clearly conflicted; (ii) retain qualified financial advisors to recommend to the Strategic Review Committee and the Board the best strategy to release shareholder value; (iii) appoint, as an independent director to the Issuer’s Board, a highly qualified candidate recommended by the Wynnefield Reporting Persons to fill an existing vacancy on the Board; and (iv) adopt best practices governance reforms, including the elimination of the staggered Board. The candidate we recommended for independent director, unlike most of the current members of the Board, possesses extensive experience in the agriculture industry, served as a director of several public companies that have successfully enhanced shareholder value and has the necessary M&A credentials to lead a strategic committee of the Board in its evaluation and implementation of strategic alternatives.

 

The Board has unfortunately decided not to act on this recommendation. Wynnefield remains concerned that in combination with their commitment to a classified board, they are determined to entrench themselves and continue to act in a manner deleterious to their shareholders’ interests.

 

The Wynnefield Reporting Persons strongly believe that any review of strategic alternatives undertaken by the Issuer must be facilitated by a highly qualified independent director -- not under the auspices of the Issuer’s current Board and management who lack the confidence of its shareholders -- having destroyed over $140M of shareholder equity pursuing an ill-conceived acquisition strategy in human nutrition.

 

The Wynnefield Reporting Persons were initially encouraged by the Issuer’s September 25, 2015 announcement that it is commencing “a process of a review of strategic alternatives to enhance shareholder value.” However, we remain watchful and concerned that a fulsome review of strategic alternatives will not actually be undertaken by the entire Board, as opposed to a special committee of independent directors tasked with that responsibility, or that the recommendation of the selected financial advisor will in fact, be implemented. Instead, the Wynnefield Reporting Persons fear that in light of the Issuer’s ill-conceived investment in human nutrition and its resistance to adding a highly skilled and experienced independent board member to help with the strategic review, such announcement is merely window dressing cynically designed to keep the Issuer’s shareholders at bay while the Issuer’s remaining value burns away.

 

While the CEO gives lip service to his appreciation of the merits of Omega's Animal Nutrition business, it is unsettlingly clear that ‎ Human Nutrition is the real "apple of his eye". In the September 29, 2015 edition of "Undercurrent News"...the global newsletter of the fishmeal industry.....journalist Jason Smith notes that "earlier this month-in a presentation to investors, Bret Scholtes- Omega's President and CEO reiterated that the company is moving ahead with its diversification strategy (Human Nutrition) as a way to reduce the volatility experienced with the fishing business". Clearly Mr. Scholtes has failed to grasp that his extremely expensive investment in Human Nutrition, which has yielded a zero Return-On-Investment, has done nothing to increase shareholder value or reduce “volatility”.

 

Our significant doubts concerning the veracity of the Issuer’s purported strategic review process are further supported by the Issuer failing to (i) establish a strategic review committee comprised solely of independent directors to oversee the review process, (ii) set a timetable for the strategic review process to be completed, or (iii) undertake to conduct a transparent process with a commitment to publicly presenting the advisor’s recommendations to the Issuer’s shareholders.

 

   

 

 

CUSIP No. 68210P107 13D/A Page 12 of 17

 

 

Wynnefield believes that any serious strategic review must focus on either the sale of the entire Company, or alternatively, seeking a buyer for its fishing business willing to pay an EBITDA multiple close to or exceeding what Oceana paid in May 2015 for Daybrook. Omega should benefit from having just been recognized by the International Fishmeal & Fish Oil Organization (“IFFO”) Conference as an industry leader in sustainable fishing. However, it seems clear that the future of fishmeal production lies with the global consolidators - and Omega lacks this profile. The Wynnefield Reporting Persons would conditionally support such a sale if the target pricing is achieved. Such support is conditioned upon the Board’s pledge to distribute the proceeds of such sale to shareholders in the form of a stock buy -back or special dividend—and NOT to waste the proceeds by additional investment in the Company’s Human Nutrition business. However, should Omega fail to achieve such price for its fishmeal operations, the Human Nutrition operations must be promptly sold before they devour any more of the Company's free cash flow and the proceeds thereof distributed to shareholders.

 

Should the Issuer ignore this advice, Wynnefield is intent on seeking to remove the classified Board and running a slate of qualified independent Directors with the experience and expertise to maximize the value of the Animal Nutrition business and who are committed to stopping the hemorrhaging of shareholder equity in the Human Nutrition business, at the next Annual Meeting. We are confident that shareholders, who we are certain possess better business judgment than the currently entrenched Board, will decide which slate best represents their interests.

 

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

(a), (b) and (c) As of October 8, 2015, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,687,917 shares of Common Stock, constituting approximately 7.8% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 21,714,004 shares outstanding as of July 30, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2015.

 

The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name Number of Common Stock Percentage of Outstanding Common Stock
Wynnenfield Partners I 865,223  4.0%
Wynnefield Partners 528,250   2.4%
Wynnefield Offshore 219,444  1.0%
Plan   75,000  0.3%

 

 

 

 

CUSIP No. 68210P107 13D/A Page 13 of 17

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D/A for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 1,687,917 shares of Common Stock, constituting approximately 7.8% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 21,714,004 shares outstanding as of July 30, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2015.

 

The filing of this Schedule 13D/A and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D/A.

 

 

 

 

CUSIP No. 68210P107 13D/A Page 14 of 17

 

The Wynnefield Reporting Persons have acquired and sold shares of Common Stock during the last 60 days as follows:

 

Name Date Number of Shares Price
Wynnefield Partners I 9/9/2015 670 $15.53
Wynnefield Partners I 9/14/2015 4,912 $15.52
Wynnefield Partners I 9/25/2015 5,581 $15.98
Wynnefield Partners I 9/28/2015 14,242 $15.97
Wynnefield Partners 9/9/2015 416 $15.53
Wynnefield Partners 9/14/2015 3,049 $15.53
Wynnefield Partners 9/25/2015 3,464 $15.98
Wynnefield Partners 9/28/2015 8,841 $15.97
Wynnefield Offshore 9/9/2015 114 $15.53
Wynnefield Offshore 9/14/2015 839 $15.53
Wynnefield Offshore 9/25/2015 955 $15.98
Wynnefield Offshore 9/28/2015 2,434 $15.97

 

 

 

 

CUSIP No. 68210P107 13D/A Page 15 of 17

 

 

 

(d) and (e). Not Applicable.

 

 

 

 

CUSIP No. 68210P107 13D/A Page 16 of 17

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: October 8, 2015

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By:         Wynnefield Capital Management, LLC,

its General Partner

 

By:          /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By:         Wynnefield Capital Management, LLC,

its General Partner

 

By:          /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By:          Wynnefield Capital, Inc.,

its Investment Manager

 

By:          /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.

 

By: /s/ Nelson Obus

Nelson Obus, Authorized Signatory

 

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

 

 

 

 

CUSIP No. 68210P107 13D/A Page 17 of 17

 

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually